EXHIBIT 10.32
                    SALE AND LEASE AGREEMENT
  
  
      THIS SALE AND LEASE AGREEMENT (this "Agreement") is made
  as of December 31, 1998, by and among FFCA CAPITAL HOLDING
  CORPORATION, a Delaware corporation ("Buyer"), whose address
  is 17207 North Perimeter Drive, Scottsdale, Arizona 85255, and
  GIANT INDUSTRIES ARIZONA, INC., an Arizona corporation, and
  GIANT FOUR CORNERS, INC., an Arizona corporation (individually
  called "Seller" and collectively called "Sellers"), whose
  collective address is 23733 North Scottsdale Road, Scottsdale,
  Arizona 85255.  
  
                     PRELIMINARY STATEMENT:
  
      Unless otherwise expressly provided herein, all defined
  terms used in this Agreement shall have the meanings set forth
  in Section 1.  Sellers own the Sites as set forth on Schedule
  1 attached hereto.  Sellers operate on the Sites either a
  gasoline station or a combination convenience store and
  gasoline station under the Giant, Mustang, Conoco, Conoco
  Express, Thriftway, Plateau, Gasman or Gasamat brands or other
  oil brand, and operate on some of the Sites a Franchisor
  Restaurant in accordance with the terms of a franchise, license
  and/or area development agreement between such Seller and the
  Franchisor associated with such Franchisor Restaurant. 
  Sellers, as lessor, lease a portion of the building and
  improvements located at the Subleased Sites to the Sublessees,
  as lessee, pursuant to the Subleases for the purpose of
  operating a business involving the retail sales of food items
  (including a Franchisor Restaurant) or non-food items.  Buyer
  desires to purchase the Sites and lease the Sites to Lessee
  pursuant to the Leases.  Sellers and Sublessees will convert
  the Subleases to subleases in order that the Subleases will be
  junior, subordinate and subject to the Leases between Buyer,
  as lessor, and Lessee.  Guarantor will guaranty all of the
  duties and obligations of Sellers under this Agreement and all
  of the duties and obligations of Lessee under the Leases
  pursuant to the Guaranties.  Each Seller is an Affiliate of the
  other Seller and each Seller is an Affiliate of Guarantor.
  
                           AGREEMENT:
  
      In consideration of the mutual covenants and provisions of
  this Agreement, the parties agree as follows:
  
      1.    DEFINITIONS.  The following terms shall have the
  following meanings for all purposes of this Agreement:
  
      "Affiliate" means any Person which directly or indirectly
  controls, is under common control with, or is controlled by any
  other Person.  For purposes of this definition, "controls",
  "under common control with" and "controlled by"  means the
  possession, directly or indirectly, of the power to direct or
  cause the direction of the management and policies of such
  person or entity, whether through ownership of voting
  securities or otherwise.
  
      "Buyer Entities" means, collectively, Buyer, Franchise
  Finance and any Affiliate of Buyer or Franchise Finance.
  
      "Closing" shall have the meaning set forth in Section 5.
  
      "Closing Date" means the date specified as the closing date
  in Section 5.
  
      "Code" means the United States Bankruptcy Code, 11 U.S.C.
  Sec. 101 et seq., as amended.
  
      "Commitment" means that certain Commitment Letter dated
  December 15, 1998, between Buyer and Guarantor with respect to
  the transaction described in this Agreement, and any amendments
  or supplements thereto.
  
      "Counsel" means legal counsel to Sellers, Guarantor and
  Lessee, licensed in the state(s) in which (i) each Site is
  located, (ii) each Seller, Guarantor and Lessee is incorporated
  or formed, and (iii) each Seller, Guarantor and Lessee
  maintains its principal place of business, as selected by
  Sellers, Guarantor and Lessee, and approved by Buyer.
  
      "De Minimis Amounts" shall mean, with respect to any given
  level of Hazardous Materials or Regulated Substances, that
  level or quantity of Hazardous Materials or Regulated
  Substances in any form or combination of forms which does not
  constitute a violation of any Environmental Laws and is
  customarily employed in, or associated with, similar businesses
  located in the state in which each Site is located.
  
      "Environmental Condition" means any condition with respect
  to soil, surface waters, groundwaters, land, stream sediments,
  surface or subsurface strata, ambient air and any environmental
  medium comprising or surrounding each Site, whether or not yet
  discovered, which could or does result in any damage, loss,
  cost, expense, claim, demand, order or liability to or against
  Sellers, Guarantor, Lessee or Buyer by any third party
  (including, without limitation, any government entity),
  including, without limitation, any condition resulting from the
  operation of Sellers' business and/or the operation of the
  business of any other property owner or operator in the
  vicinity of each Site and/or any activity or operation formerly
  conducted by any person or entity on or off each Site.
  
      "Environmental Insurer" means such environmental insurance
  company as Buyer may select in its sole discretion.
  
      "Environmental Laws" means any present and future federal,
  state and local laws, statutes, ordinances, rules, regulations
  and the like, as well as common law, relating to protection of
  human health or the environment, relating to Hazardous
  Materials, Regulated Substances or USTs, relating to liability
  for or costs of Remediation or prevention of Releases or
  relating to liability for or costs of other actual or
  threatened danger to human health or the environment. 
  "Environmental Laws" includes, but is not limited to, the
  following statutes, as amended, any successor thereto, and any
  regulations promulgated pursuant thereto, and any state or
  local statutes, ordinances, rules, regulations and the like
  addressing similar issues:  the Comprehensive Environmental
  Response, Compensation and Liability Act; the Emergency
  Planning and Community Right-to-Know Act; the Hazardous
  Materials Transportation Act; the Resource Conservation and
  Recovery Act (including but not limited to Subtitle I relating
  to USTs); the Solid Waste Disposal Act; the Clean Water Act;
  the Clean Air Act; the Toxic Substances Control Act; the Safe
  Drinking Water Act; the Occupational Safety and Health Act; the
  Federal Water Pollution Control Act; the Federal Insecticide,
  Fungicide and Rodenticide Act; the Endangered Species Act; the
  National Environmental Policy Act; and the River and Harbors
  Appropriation Act.  "Environmental Laws" also includes, but is
  not limited to, any present and future federal, state and local
  laws, statutes, ordinances, rules, regulations and the like,
  as well as common law: conditioning transfer of property upon
  a negative declaration or other approval of a Governmental
  Authority with respect to Hazardous Materials, Regulated
  Substances or USTs; requiring notification or disclosure of
  Releases or other environmental condition of each Site to any
  Governmental Authority or other person or entity, whether or
  not in connection with transfer of title to or interest in
  property; imposing conditions or requirements relating to
  Hazardous Materials, Regulated Substances or USTs in connection
  with permits or other authorization for lawful activity;
  relating to nuisance, trespass or other causes of action
  related to Hazardous Materials, Regulated Substances or USTs;
  and relating to wrongful death, personal injury, or property
  or other damage in connection with any physical condition or
  use of each Site by reason of the presence of Hazardous
  Materials, Regulated Substances or USTs in, on, under or above
  each Site.
  
      "Environmental Policy" or "Environmental Policies" means,
  as the context requires, that certain environmental insurance
  policy or those environmental insurance policies issued by
  Environmental Insurer to Buyer with respect to each Site and/or
  the Sites, which Environmental Policies shall be in form and
  substance satisfactory to Buyer in its sole discretion.
  
      "Event of Default" has the meaning set forth in Section 12.
  
      "Facility" means either a gasoline station or a combination
  convenience store and gasoline station operated under the
  Giant, Mustang, Conoco, Conoco Express, Thriftway, Plateau,
  Gasman or Gasamat brands or a nationally recognized oil brand
  or another brand approved by Buyer.  Upon prior written notice
  to Buyer, a portion of any Site and Facility thereon may be
  operated by Lessee as a Franchisor Restaurant and/or subleased
  to a Sublessee pursuant to a Sublease for the purpose of
  operating a business involving the retail sales of food items
  (including a Franchisor Restaurant) or non-food items, provided
  that no portion of any Site or Facility thereon shall be
  operated by any Sublessee as a gasoline station or combination
  convenience store and gasoline station without the prior
  written consent of Buyer.  
  
      "Fee" means an underwriting, valuation and processing fee
  equal to One Percent (1%) of the Purchase Price.  Guarantor
  paid Buyer one-half of the Fee at the time of Guarantor's
  execution of the Commitment.  At the Closing, Sellers or
  Guarantor shall pay Buyer the remaining balance of the Fee.
  
      "Franchise Finance" means Franchise Finance Corporation of
  America, a Delaware corporation, and its successors.
  
      "Franchisor" means the owner and holder of all of the
  rights and privileges relative to the franchise rights
  associated with a Franchisor Restaurant, including, without
  limitation, all trade secrets, tradenames and trademarks
  relative thereto.  
  
      "Franchisor Restaurant" means a regionally- or nationally
  recognized franchise restaurant.
  
      "Franchisor Restaurant Assignment Agreement" shall have the
  meaning set forth in Section 2 hereof.  
  
      "Governmental Authority" means any governmental authority,
  agency, department, commission, bureau, board, instrumentality,
  court or quasi-governmental authority of the United States, the
  states where the Sites are located or any political subdivision
  thereof.
  
      "Guarantor" means Giant Industries, Inc., a Delaware
  corporation, and its successor.
  
      "Guaranty" or "Guaranties" means, as the context requires,
  one or more of an unconditional guaranty of payment and
  performance dated as of the Closing in form and substance
  acceptable to Buyer to be executed by Guarantor for the benefit
  of Buyer, as such may be amended from time to time.  A Guaranty
  will be executed for each Site.
  
      "Hazardous Materials" means (a) any toxic substance or
  hazardous waste, substance, solid waste or related material,
  or any pollutant or contaminant; (b) radon gas, asbestos in any
  form which is or could become friable, urea formaldehyde foam
  insulation, transformers or other equipment which contains
  dielectric fluid containing levels of polychlorinated biphenyls
  in excess of federal, state or local safety guidelines,
  whichever are more stringent, or any petroleum product; (c) any
  substance, gas, material or chemical which is or may be defined
  as or included in the definition of "hazardous substances,"
  "toxic substances," "hazardous materials," hazardous wastes"
  or words of similar import under any Environmental Laws; and
  (d) any other chemical, material, gas or substance the exposure
  to or release of which is or may be prohibited, limited or
  regulated by any governmental or quasi-governmental entity or
  authority that asserts or may assert jurisdiction over each
  Site or the operations or activity at each Site, or any
  chemical, material, gas or substance that does or may pose a
  hazard to the health and/or safety of the occupants of each
  Site or the owners and/or occupants of property adjacent to or
  surrounding each Site.
  
      "Lease" or "Leases" means, as the context requires, the
  lease in form and substance attached to this Agreement as
  Exhibit C and made a part hereof, executed and delivered by
  Buyer, as lessor, and Lessee with respect to each Site, as such
  may be amended from time to time.  A Lease shall be executed
  for each Site.  
  
      "Lessee" means Giant Industries Arizona, Inc., an Arizona
  corporation.
  
      "Memorandum of Lease" or "Memorandum of Leases" means, as
  the context requires, the memorandum of lease in form and
  substance acceptable to Buyer executed and delivered by Buyer,
  as lessor, and Lessee with respect to each Site.  A Memorandum
  of Lease shall be executed for each Site. 
  
      "Non-Foreign Seller Certificate" or "Non-Foreign Seller
  Certificates" means, as the context requires, one or more
  certificates delivered by Sellers prior to or on the Closing
  Date in form and substance acceptable to Buyer.
  
      "Other Agreements" means, collectively, all agreements,
  leases and instruments between, among or by (1) any of the
  Seller Entities, and, or for the benefit of, (2) any of the
  Buyer Entities, including, without limitation, promissory
  notes, guaranties and leases, but excluding this Agreement.
  
      "Permitted Exceptions" means those exceptions to title
  relative to each Site that are approved in writing by Buyer
  pursuant to Section 11.
  
      "Person" means any individual, corporation, partnership,
  limited liability company, trust, unincorporated organization,
  Governmental Authority or any other form of entity.
  
      "Purchase Price" means the amount specified in Section 3.
  
      "Questionnaire" or "Questionnaires" means, as the context
  requires, the environmental questionnaires completed by Sellers
  with respect to the Sites and submitted to Environmental
  Insurer in connection with the issuance of the Environmental
  Policies.  A Questionnaire will be completed for each Site by
  the Seller who owns such Site.  
  
      "Regulated Substances" means "petroleum" and "petroleum-
  based substances" or any similar terms described or defined in
  any Environmental Laws and any applicable federal, state,
  county or local laws applicable to or regulating USTs.
  
      "Release" means any release, deposit, discharge, emission,
  leaking, spilling, seeping, migrating, injecting, pumping,
  pouring, emptying, escaping, dumping, disposing or other
  movement of Hazardous Materials, Regulated Substances or USTs.
  
      "Remediation" means any response, remedial, removal, or
  corrective action, any activity to cleanup, detoxify,
  decontaminate, contain or otherwise remediate any Hazardous
  Material or Regulated Substance, any actions to prevent, cure
  or mitigate any Release, any action to comply with any
  Environmental Laws or with any permits issued pursuant thereto,
  any inspection, investigation, study, monitoring, assessment,
  audit, sampling and testing, laboratory or other analysis, or
  any evaluation relating to any Hazardous Materials or Regulated
  Substances.
  
      "Seller Entities" means, collectively, Sellers, Lessee and
  Guarantor and any Affiliate of any Seller, Lessee or Guarantor.
  
      "Site" or "Sites" means, as the context requires, one or
  more of the parcels of real estate, the addresses of which are
  listed on Exhibit A attached hereto, together with all rights,
  privileges and appurtenances associated therewith and all
  buildings, fixtures and other improvements now or hereafter
  located thereon (whether or not affixed to such real estate).
  
      "Soft Costs" means certain fees, costs and expenses
  relating to the acquisition of each Site including, without
  limitation, the cost of title insurance, the reasonable
  attorneys' fees of Sellers, the cost of surveys, stamp taxes,
  transfer taxes, and escrow and recording fees, which shall be
  approved as to category and amount by Buyer in its sole
  discretion.
  
      "Sublessee" or "Sublessees" means, as the context requires,
  the lessee or lessees under the Subleases.  
  
      "Sublease" or "Subleases" means, as the context requires,
  a lease or leases, if any,  between Lessee, as sublessor, and
  Sublessee or Sublessees relative to the subleasing of the
  Subleased Sites for the purposes specifically permitted under
  the Lease, which Subleases shall be subject, junior and
  subordinate at all times and for all purposes to the terms and
  provisions of the Leases.  
  
      "Subleased Site" or "Subleased Sites" means, as the context
  requires, a portion of one or more of the sites listed on
  Schedule 2 attached hereto, if any, and made a part hereof that
  may be subleased to a Sublessee pursuant to a Sublease for the
  purpose of operating a business involving the retail sales of
  food items (including a Franchisor Restaurant) or non-food
  items, provided that no portion of any Subleased Site shall be
  operated by a Sublessee as a gasoline station or combination
  convenience store and gasoline station without the prior
  written consent of Buyer.  No Subleased Site shall constitute
  any significant portion of the corresponding Site.  
  
      "Subordination Agreement" or "Subordination Agreements"
  means, as the context requires, the subordination agreement in
  form and substance acceptable to Buyer executed and delivered
  by Lessee, each Seller who owns a Subleased Site and the
  Sublessee that corresponds to such Subleased Site, if any,
  pursuant to which such Seller will assign all of Seller's
  right, title and interest (as lessor) in and to the Sublease
  that corresponds to such Subleased Site to Lessee, and pursuant
  to which each Sublease will be declared to be a sublease, which
  Sublease will become junior, subordinate and subject to the
  Lease between Buyer, as lessor, and Lessee for each such
  Subleased Site.  To the extent applicable, a Subordination
  Agreement shall be executed for each Subleased Site.  
  
      "Threatened Release" means a substantial likelihood of a
  Release which requires action to prevent or mitigate damage to
  the soil, surface waters, groundwaters, land, stream sediments,
  surface or subsurface strata, ambient air or any other
  environmental medium comprising or surrounding each Site which
  may result from such Release.
  
      "Title Company" means the title insurance company described
  in Section 6.
  
      "USTs" means any one or combination of tanks and associated
  piping systems used in connection with the storage, dispensing
  and general use of Regulated Substances.
  
      2.    TRANSACTION.    On the terms and subject to the
  conditions set forth herein, Sellers shall sell, and Buyer
  shall purchase the Sites pursuant to the Deeds (as that term
  is defined in Section 11).   Buyer shall lease each Site to
  Lessee pursuant to a Lease.  Buyer, as lessor, and Lessee shall
  execute and deliver and cause each Memorandum of Lease to be
  filed or recorded in the appropriate real property records
  where each corresponding Site is located.  In the event Lessee
  shall sublease a Subleased Site to a Sublessee pursuant to a
  Sublease, each Seller that owns such Subleased Site and Lessee
  and the corresponding Sublessee, if any, will execute and
  deliver to Buyer a Subordination Agreement.  Giant Four
  Corners, Inc., an Arizona corporation ("Giant Four Corners"),
  will assign to Giant Industries Arizona, Inc., an Arizona
  corporation, all of the right, title and interest of Giant Four
  Corners in and to any franchise, license and/or area
  development agreement between Giant Four Corners and the
  Franchisor associated with any Franchisor Restaurant being
  operated at any Site by Giant Four Corners pursuant to an
  assignment and assumption agreement ("Franchisor Restaurant
  Assignment Agreement") acceptable to Buyer and such Franchisor. 
  Guarantor will execute and deliver to Buyer the Guaranties.
  
      The sale and purchase of the Sites pursuant to this
  Agreement and the lease of each Site to Lessee pursuant to a
  Lease are not severable and shall be considered a single
  integrated transaction.
  
      3.    PURCHASE PRICE.  The purchase price for all Sites
  (the "Purchase Price") shall be $51,762,986.00, inclusive of
  all Soft Costs and the Fee.  The Purchase Price shall be
  allocated among the Sites as shown on Exhibit B attached
  hereto.  The Purchase Price shall be paid at the Closing in
  cash or its equivalent subject to any prorations and
  adjustments required by this Agreement.
  
      4.    UNDERWRITING AND PROCESSING FEE.  The portion of the
  Fee paid to Buyer at the time of Seller's execution of the
  Commitment is fully earned and is not refundable.  The balance
  of the Fee shall be paid at the Closing and shall be deemed
  fully earned upon Buyer's receipt and will be nonrefundable at
  that time.  The Fee constitutes Buyer's underwriting and
  processing fee.  In the event the transaction set forth in this
  Agreement fails to close due to a breach or default by Seller
  under this Agreement, Buyer shall retain the portion of the Fee
  paid to Buyer at the time of Seller's execution of the
  Commitment (without affecting or limiting Buyer's remedies set
  forth in this Agreement).
  
      5.    CLOSING DATE.  The purchase and sale of the Sites
  shall be closed (the "Closing") within 30 days following the
  satisfaction of all of the terms and conditions contained
  herein, but in no event shall the date of the Closing be
  extended beyond December 31, 1998 (the "Closing Date"), and any
  such extension shall not be effective unless approved by Buyer
  in its sole discretion.
  
      6.    CLOSING.  Prior to the execution of this Agreement
  by the parties hereto, Sellers and Buyer ordered a title
  insurance commitment from Lawyers Title Insurance Corporation,
  at its national division offices located at 3636 North Central
  Avenue, Suite 350, Phoenix, Arizona 85012, or an alternative
  title company approved by Buyer for each Site ("Title
  Company").  Prior to the Closing Date, the parties hereto shall
  deposit with Title Company all documents and moneys necessary
  to comply with their obligations under this Agreement.  Title
  Company shall not cause the transaction to close unless and
  until it has received written instructions from Buyer to do so. 
  All costs of the transaction contemplated by this Agreement
  (regardless of whether the transaction is consummated) shall
  be borne by Sellers, including, without limitation, Buyer's in-
  house site review and inspection costs and expenses, the cost
  of the environmental report(s) or Environmental Policy for each
  Site to be delivered pursuant to Section 11, the reasonable
  fees and expenses of Buyer's attorneys, the cost of title
  insurance for each Site, the attorneys' fees of Sellers, the
  cost of the survey for each Site, stamp taxes, transfer fees
  and escrow and recording fees.  All real and personal property
  and other applicable taxes and assessments and other charges
  relating to each Site which are due and payable on or prior to
  the Closing Date shall be paid by Sellers at or prior to the
  Closing; and all other taxes and assessments shall be paid by
  Sellers or Lessee in its capacity as lessee under each Lease
  in accordance with the terms of each Lease.  The Closing
  documents shall be dated as of the Closing Date.
  
      Sellers and Buyer hereby employ Title Company to act as
  escrow agent in connection with this transaction.  Sellers and
  Buyer will deliver to Title Company all documents, pay to Title
  Company all sums and do or cause to be done all other things
  necessary or required by this Agreement, in the reasonable
  judgment of Title Company, to enable Title Company to comply
  herewith and to enable any title insurance policy provided for
  herein to be issued.  Title Company is authorized to pay, from
  any funds held by it for Buyer's or Sellers' respective credit
  all amounts necessary to procure the delivery of such documents
  and to pay, on behalf of Buyer and Sellers, all charges and
  obligations payable by them, respectively.  Sellers will pay
  all charges payable by them to Title Company.  Title Company
  is authorized, in the event any conflicting demand is made upon
  it concerning these instructions or the escrow, at its
  election, to hold any documents and/or funds deposited
  hereunder until an action shall be brought in a court of
  competent jurisdiction to determine the rights of Sellers and
  Buyer or to interplead such documents and/or funds in an action
  brought in any such court.  Deposit by Title Company of such
  documents and funds, after deducting therefrom its charges and
  its expenses and attorneys' fees incurred in connection with
  any such court action, shall relieve Title Company of all
  further liability and responsibility for such documents and
  funds.  Title Company's receipt of this Agreement and opening
  of an escrow pursuant to this Agreement shall be deemed to
  constitute conclusive evidence of Title Company's agreement to
  be bound by the terms and conditions of this Agreement
  pertaining to Title Company.  Disbursement of any funds shall
  be made by wire transfer, as directed by Buyer.  Title Company
  shall be under no obligation to disburse any funds represented
  by check or draft, and no check or draft shall be payment to
  Title Company in compliance with any of the requirements
  hereof, until it is advised by the bank in which such check or
  draft is deposited that such check or draft has been honored. 
  Title Company is authorized to act upon any statement furnished
  by the holder or payee, or a collection agent for the holder
  or payee, of any lien on or charge or assessment in connection
  with each Site, concerning the amount of such charge or
  assessment or the amount secured by such lien without liability
  or responsibility for the accuracy of such statement.  The
  employment of Title Company as escrow agent shall not affect
  any rights of subrogation under the terms of any title
  insurance policy issued pursuant to the provisions thereof.
  
      7.    REPRESENTATIONS AND WARRANTIES OF BUYER.  The
  representations and warranties of Buyer contained in this
  Section are being made to induce Sellers to enter into this
  Agreement and consummate the transactions contemplated herein,
  and Sellers have relied, and will continue to rely, upon such
  representations and warranties.  Buyer represents and warrants
  to Sellers as follows:
  
           A.    Organization of Buyer.  Buyer has been duly
       formed, is validly existing and has taken all necessary
       action to authorize the execution, delivery and
       performance by Buyer of this Agreement.
  
           B.    Authority of Buyer.  The person who has
       executed this Agreement on behalf of Buyer is duly
       authorized so to do.
  
           C.    Enforceability.  Upon execution by Buyer,
       this Agreement shall constitute the legal, valid and
       binding obligation of Buyer, enforceable against Buyer
       in accordance with its terms.
  
      All representations and warranties of Buyer made in this
  Agreement shall be and will remain true and complete as of the
  Closing Date as if made and restated in full as of such date.
  
      8.    REPRESENTATIONS AND WARRANTIES OF SELLERS.  The
  representations and warranties of Sellers contained in this
  Section are being made to induce Buyer to enter into this
  Agreement and consummate the transactions contemplated herein,
  and Buyer has relied, and will continue to rely, upon such
  representations and warranties.  For purposes of this Section
  8, each Seller shall be deemed to have made the following
  representations and warranties with respect to itself and
  Guarantor and Lessee and with respect to all of the Sites that
  each respective Seller owns.  Each Seller, as applicable,
  represents and warrants to Buyer as follows:
  
           A.    Information and Financial Statements. 
       Sellers have delivered to Buyer financial statements
       (either audited financial statements or, if Sellers do
       not have audited financial statements, certified
       financial statements) and certain other information
       concerning themselves and Guarantor and Lessee, which
       financial statements and other information are true,
       correct and complete in all material respects; and no
       material adverse change has occurred with respect to
       any such financial statements and other information
       provided to Buyer since the date such financial
       statements and other information were prepared or
       delivered to Buyer.  Sellers understand that Buyer is
       relying upon such financial statements and information
       and Sellers represent that such reliance is reasonable. 
       All such financial statements were prepared in
       accordance with generally accepted accounting
       principles consistently applied and accurately reflect,
       as of the date of this Agreement and the Closing Date,
       the financial condition of each individual or entity to
       which they pertain.
  
           B.    Organization and Authority of Sellers. 
       (i) Each Seller is duly organized or formed, validly
       existing and in good standing under the laws of each
       respective Seller's state of incorporation or
       formation, and each is qualified as a foreign
       corporation, partnership or limited liability company,
       as the case may be, to do business in any jurisdiction
       where any Site owned by such Seller is located and in
       any other jurisdiction where such qualification is
       required.  Guarantor is duly incorporated, validly
       existing and in good standing under the laws of its
       state of incorporation, and is qualified as a foreign
       corporation to do business in any jurisdiction where
       such qualification is required.  Lessee is duly
       incorporated, validly existing and in good standing
       under the laws of its state of incorporation, and is
       qualified as a foreign corporation to do business in
       any jurisdiction where such qualification is required. 
       
           (ii) All necessary corporate, partnership or
       limited liability company action, as the case may be,
       has been taken by each Seller and by Guarantor and by
       Lessee to authorize the execution, delivery and
       performance of this Agreement and of the other
       documents, instruments and agreements provided for
       herein to which each Seller, Guarantor and Lessee is a
       party. 
  
           (iii)    The persons who have executed or will
       execute this Agreement and the other documents,
       instruments and agreements provided for herein on
       behalf of each Seller are duly authorized so to do. 
       The persons who have executed or will execute the
       documents, instruments and agreements to which
       Guarantor is a party on behalf of Guarantor are duly
       authorized so to do.  The persons who have executed or
       will execute the documents, instruments and agreements
       to which Lessee is a party on behalf of Lessee are duly
       authorized so to do.  
  
           C.    Enforceability of Documents.  Upon execution
       by Sellers, this Agreement and the other documents,
       instruments and agreements provided for herein to which
       each Seller is a party shall constitute the legal,
       valid and binding obligations of Sellers, enforceable
       against Sellers in accordance with their respective
       terms.  Upon execution by Guarantor of the documents,
       agreements and instruments to which Guarantor is a
       party, such documents, instruments and agreements shall
       constitute the legal, valid and binding obligations of
       Guarantor, enforceable against Guarantor in accordance
       with their respective terms.  Upon execution by Lessee
       of the documents, agreements and instruments to which
       Lessee is a party, such documents, instruments and
       agreements shall constitute the legal, valid and
       binding obligations of Lessee, enforceable against
       Lessee in accordance with their respective terms.  
  
           D.    Litigation.  There are no suits, actions,
       proceedings or investigations pending or, to the
       knowledge of Sellers, threatened against or involving
       any Seller or any of the Sites or Guarantor or Lessee
       before any court, arbitrator, or administrative or
       governmental body which might reasonably result in any
       material adverse change in the contemplated business,
       condition, worth or operations of any Seller or any of
       the Sites or of Guarantor or Lessee.
  
           E.    Absence of Breaches or Defaults.  None of the
       Sellers is in breach or default, and the authorization,
       execution, delivery and performance of this Agreement
       and the other documents, instruments and agreements
       provided for herein to which each Seller is a party
       will not result in any breach or default, under any
       other document, instrument or agreement to which any
       Seller is a party or by which any Seller or any of the
       Sites is subject or bound.  The authorization,
       execution, delivery and performance of this Agreement
       and the documents, instruments and agreements provided
       for herein by Sellers will not violate any applicable
       law, statute, regulation, rule, ordinance, code, rule
       or order. Neither Guarantor nor Lessee is in breach or
       default, and the authorization, execution, delivery and
       performance by Guarantor and/or Lessee of the
       documents, instruments and agreements to which
       Guarantor and/or Lessee is/are a party will not result
       in any breach or default, under any other document,
       instrument or agreement to which Guarantor or Lessee is
       a party or by which Guarantor or Lessee is subject or
       bound.  The authorization, execution, delivery and
       performance of the documents, instruments and
       agreements to which Guarantor and/or Lessee is/are a
       party will not violate any applicable law, statute,
       regulation, rule, ordinance, code, rule or order.
  
           F.    Utilities.  At the Closing Date, each Site
       will be served by ample public utilities to permit full
       utilization of each Site for their intended purposes
       and all utility connection fees and use charges will
       have been paid in full.
  
           G.    Intended Use and Zoning; Compliance With
       Laws.  Lessee intends to use each Site solely for the
       operation of either a gasoline station or combination
       convenience store and gasoline station operated under
       the Giant, Mustang, Conoco, Conoco Express, Thriftway,
       Plateau, Gasman or Gasamat brands or a nationally
       recognized oil brand or another brand approved by
       Buyer.  Lessee may use some or all of the Sites for the
       operation of a Franchisor Restaurant in accordance with
       the terms of a franchise, license and/or area
       development agreement between Lessee and the Franchisor
       associated with such Franchisor Restaurant.  Lessee may
       also sublease to a Sublessee pursuant to a Sublease a
       portion of the improvements located at each Subleased
       Site for the purpose of operating a business involving
       the retail sales of food items (including a Franchisor
       Restaurant) or non-food items, provided that no portion
       of any Subleased Site may be operated by any Sublessee
       as a gasoline station or combination convenience store
       and gasoline station without the prior written consent
       of Buyer, which consent shall not be unreasonably
       withheld.  Lessee also intends to use (or cause to be
       used) the Sites for ingress, egress and parking related
       to the purposes set forth in this Section, and for no
       other purposes.  Such intended uses will not violate
       any zoning or other governmental requirement applicable
       to each Site.  Each Site complies fully with all
       applicable statutes, regulations, rules, ordinances,
       codes, licenses, permits, orders and approvals of any
       governmental agencies, departments, commissions,
       bureaus, boards or instrumentalities of the United
       States, each state in which each such Site is located
       and all political subdivisions thereof, including,
       without limitation, all health, building, fire, safety
       and other codes, ordinances and requirements, all
       applicable standards of the National Board of Fire
       Underwriters and the Americans With Disabilities Act of
       1990, and there are no legal non-conforming uses,
       buildings or structures on or at any of the Sites.
  
           H.    Area Development; Wetlands.  No condemnation
       or eminent domain proceedings affecting any Site have
       been commenced or, to the best of Sellers' knowledge,
       are contemplated.  To the best of Sellers' knowledge,
       the area where each Site is located has not been
       declared blighted by any Governmental Authority.  Each
       Site and/or the real property bordering each Site is
       not designated by any applicable federal, state and/or
       local Governmental Authority as wetlands. 
  
           I.    Licenses and Permits; Access.  Prior to the
       Closing Date, Lessee shall have obtained (or caused to
       be obtained) all required licenses and permits, both
       governmental and private, to use and operate each Site
       in the intended manner.  There are adequate rights of
       access to public roads and ways available to each Site
       to permit full utilization of each Site for its
       intended purpose and all such public roads and ways
       have been completed and dedicated to public use.
  
           J.    Condition of Sites.  As of the Closing Date,
       each Site, including all equipment and other personal
       property located thereon will be of good workmanship
       and materials, fully equipped and operational, in good
       condition and repair, free from structural defects,
       clean, orderly and sanitary, safe, well lit,
       landscaped, decorated, attractive and well maintained.
  
           K.    Environmental.  Each Seller is fully familiar
       with the present use of each Site owned by such Seller,
       and, after due inquiry, each Seller has become
       generally familiar with the prior uses of each Site
       owned by such Seller.  To each Seller's knowledge, no
       Hazardous Materials or Regulated Substances have been
       used, handled, manufactured, generated, produced,
       stored, treated, processed, transferred or disposed of
       at or on any Site, except in De Minimis Amounts and in
       compliance with all applicable laws, and no Release or
       Threatened Release has occurred at or on any Site.  To
       each Seller's knowledge, no USTs are located on, at or
       under any Site, except in full compliance with all
       applicable laws, including, without limitation, all
       Environmental Laws.  To each Seller's knowledge, the
       activities, operations and business undertaken on, at
       or about each Site, including, but not limited to, any
       past or ongoing alterations or improvements at each
       Site, are and have been at all times, in compliance
       with all applicable laws, including, without
       limitation, all Environmental Laws.  To each Seller's
       knowledge, no further action is required to remedy any
       Environmental Condition or violation of, or to be in
       full compliance with, any Environmental Laws, and no
       lien has been imposed on any Site in any federal, state
       or local governmental or quasi-governmental entity in
       connection with any Environmental Condition, the
       violation or threatened violation of any Environmental
       Laws or the presence of any Hazardous Materials,
       Regulated Substances or USTs on or off any such Site. 
  
           There is no pending or, to each Seller's knowledge,
       threatened litigation or proceeding before any court,
       administrative agency or governmental body in which any
       person or entity alleges the violation or threatened
       violation of any Environmental Laws or the presence,
       Release, Threatened Release or placement on or at any
       Site of any Hazardous Materials, Regulated Substances
       or USTs, or of any facts which would give rise to any
       such action, nor has any Seller (a) received any notice
       (and no Seller has any actual or constructive
       knowledge) that any Governmental Authority or
       quasi-governmental authority or any employee or agent
       thereof has determined, threatens to determine or
       requires an investigation to determine that there has
       been a violation of any Environmental Laws at, on or in
       connection with any Site or that there exists a
       presence, Release, Threatened Release or placement of
       any Hazardous Materials, Regulated Substances or USTs
       on or at any Site, or the use, handling, manufacturing,
       generation, production, storage, treatment, processing,
       transportation or disposal of any Hazardous Materials,
       Regulated Substances or USTs at or on any Site;
       (b) received any notice under the citizen suit
       provision of any Environmental Law in connection with
       any Site or any facilities, operations or activities
       conducted thereon, or any business conducted in
       connection therewith; or (c) received any request for
       inspection, request for information, notice, demand,
       administrative inquiry or any formal or informal
       complaint or claim with respect to or in connection
       with the violation or threatened violation of any
       Environmental Laws or existence of Hazardous Materials,
       Regulated Substances or USTs relating to any Site or
       any facilities, operations or activities conducted
       thereon or any business conducted in connection
       therewith.
  
           The information and disclosures in each
       Questionnaire are true, correct and complete in all
       material respects, Buyer and Environmental Insurer may
       rely on such information and disclosures, and the
       person or persons executing each Questionnaire were
       duly authorized to do so.
  
           L.    Title to Sites.  Title to each of the Sites
       is vested in each respective Seller as shown on
       Schedule 1.  On the Closing Date, each Seller will
       convey to Buyer title to each Site owned by such
       Seller, free and clear of all liens, encumbrances,
       charges and security interests of any nature
       whatsoever, except the Permitted Exceptions.
  
           M.    No Other Agreements and Options.  Neither
       Sellers, nor Guarantor, nor Lessee nor any Site is
       subject to any commitment, obligation, or agreement,
       including, but not limited to, any right of first
       refusal, option to purchase or lease granted to a third
       party, which could or would prevent any Seller from
       completing or impair any Seller's ability to complete
       the sale of any Site under this Agreement or which
       would bind Buyer subsequent to consummation of the
       transaction contemplated in this Agreement.
  
           N.    No Mechanics' Liens.  There are no
       outstanding accounts payable, mechanics' liens, or
       rights to claim a mechanics' lien in favor of any
       materialman, laborer, or any other person or entity in
       connection with labor or materials furnished to or
       performed on any portion of any Site; no work has been
       performed or is in progress nor have materials been
       supplied to any Site or agreements entered into for
       work to be performed or materials to be supplied to any
       Site prior to the date hereof, which will not have been
       fully paid for on or before the Closing Date or which
       might provide the basis for the filing of such liens
       against any Site or any portion thereof; Sellers shall
       be responsible for any and all claims for mechanics'
       liens and accounts payable that have arisen or may
       subsequently arise due to agreements entered into for
       and/or any work performed on, or materials supplied to
       any Site prior to the Closing Date; and Sellers shall
       and does hereby agree to defend, indemnify and forever
       hold Buyer and Buyer's designees harmless from and
       against any and all such mechanics' lien claims,
       accounts payable or other commitments relating to the
       Sites.  
  
           O.    No Reliance.  Sellers acknowledge that Buyer
       did not prepare or assist in the preparation of any of
       the projected financial figures used by Sellers in
       analyzing the economic viability and feasibility of the
       transaction contemplated by this Agreement, and that
       Sellers have not relied on any report or statement by
       Buyer in entering into this Agreement.  Furthermore,
       Sellers acknowledge that they have not relied upon, nor
       may they hereafter rely upon, the analysis undertaken
       by Buyer in determining the Purchase Price, and such
       analysis will not be made available to Sellers.
  
           P.    Affiliates.  Each Seller is an Affiliate of
       the other Seller, and each Seller is an Affiliate of
       Guarantor.
  
           Q.    No Leases, Subleases or Use or Occupancy
       Agreements.  Other than the Leases to be entered into
       by and between Buyer, as lessor, and Lessee, as of the
       Closing, there are no leases, subleases or other
       agreements relative to the use or occupancy of any of
       the Sites, or any portion of any of the Sites.  
  
  All representations and warranties of Sellers made in this
  Agreement shall be and will remain true and complete as of the
  Closing Date as if made and restated in full as of such date
  and shall survive the Closing.  Sellers acknowledge and agree
  that Environmental Insurer may rely on the environmental
  representations and warranties set forth in this Agreement,
  that Environmental Insurer is an intended third-party
  beneficiary of such representations and warranties and that
  Environmental Insurer shall have all rights and remedies
  available at law or in equity as a result of a breach of such
  representations and warranties, including, to the extent
  applicable, the right of subrogation.
  
      9.    COVENANT AND AGREEMENT OF SELLERS.  From the date of
  the Commitment through the Closing Date, Sellers shall, at all
  reasonable times, (i) provide Buyer and Buyer's officers,
  employees, agents, advisors, attorneys, accountants,
  architects, and engineers with access to each Site, all
  drawings, plans, and specifications for each Site in possession
  of any Seller, all engineering reports relating to each Site
  in the possession of any Seller, the files and correspondence
  relating to each Site, and the financial books and records,
  including lists of delinquencies, relating to the ownership,
  operation, and maintenance of each Site, and (ii) allow such
  persons to make such inspections, tests, copies, and
  verifications as Buyer considers necessary.
  
      10.    TRANSACTION CHARACTERIZATION.  It is the intent of
  the parties that the conveyance of the Sites to Buyer be
  absolute conveyances in effect as well as form, and the
  instruments of conveyance to be delivered at Closing are not
  intended to serve or operate as mortgages, equitable mortgages,
  deeds of trust, security agreements, trust conveyances or
  financing or trust arrangements of any kind, nor as preferences
  or fraudulent conveyances against any creditors of Seller. 
  After the execution and delivery of the special warranty deed
  described in Section 11 for each Site, Sellers will have no
  legal or equitable interest or any other claim or interest in
  any of the Sites.  Furthermore, the parties intend for the
  Leases to be true leases and not transactions creating
  financing leases, capital leases, equitable mortgages,
  mortgages, deeds of trust, security interests or other
  financing arrangements, and the economic realities of the
  Leases are those of true leases.  Notwithstanding the existence
  of the Leases, neither party shall contest the validity,
  enforceability or characterization of the sale and purchase of
  the Sites by Buyer pursuant to this Agreement as absolute
  conveyances, and both parties shall support the intent
  expressed herein that the purchase of the Sites by Buyer
  pursuant to this Agreement provides for absolute conveyances
  and does not create any joint venture, partnership, equitable
  mortgage, trust, financing device or arrangement, security
  interest or the like, if, and to the extent that, any challenge
  occurs.
  
      
      11.    CONDITIONS OF CLOSING.  The obligation of Buyer to
  consummate the transaction contemplated by this Agreement is
  subject to the fulfillment or waiver of each of the following
  conditions:
  
           A.    Title.  Each Seller shall convey the Site or
       Sites owned by such Seller to Buyer by a special
       warranty deed (collectively, the "Deeds"), free of all
       liens, encumbrances, restrictions, encroachments and
       easements, except as otherwise specifically provided
       herein or agreed to in writing by Buyer ("Permitted
       Exceptions").  
  
           B.    Condition of Sites; Approval by Buyer.  Buyer
       shall have inspected and approved each Site, and each
       Site shall be in good condition and repair, of good
       workmanship and materials, fully equipped and
       operational, clean, orderly, sanitary, safe, well-lit,
       landscaped, decorated, attractive and with a suitable
       layout, physical plant, traffic pattern and location
       all as determined by Buyer in its sole discretion.
  
           C.    Evidence of Title.  Buyer shall have received
       a preliminary title report and irrevocable commitment
       to insure title by means of an ALTA extended coverage
       owner's policy of title insurance (or its equivalent,
       in the event such form is not issued in the
       jurisdiction where each Site are located) issued by
       Title Company showing good and marketable title in the
       corresponding Seller that owns such Site, committing to
       insure Buyer's fee simple ownership in each Site,
       subject only to Permitted Exceptions relating to such
       Site and containing such endorsements as Buyer may
       require.
  
           D.    Survey.  Buyer shall have received a current
       ALTA survey of each Site, the form and substance of
       which shall be satisfactory to Buyer in its reasonable
       discretion.  Seller shall have provided Buyer with
       either (i) evidence satisfactory to Buyer that the
       location of such Site is not within the 100-year flood
       plain or identified as a special flood hazard area as
       defined by the Federal Insurance Administration, or
       (ii) evidence of flood insurance coverage acceptable to
       Buyer if such Site has been identified as a special
       flood hazard area.
  
           E.    Environmental.  Buyer shall have received (at
       Buyer's sole election) either (i) a Phase I
       environmental report with respect to each Site (and a
       Phase II environmental report, if necessary, as
       determined by Buyer in its sole discretion), the form,
       substance and conclusions of which shall be
       satisfactory to Buyer in its sole discretion, or (ii)
       an Environmental Policy with respect to each Site.
  
           F.    Compliance With Representations, Warranties
       and Covenants.  All obligations of Sellers under this
       Agreement shall have been fully performed and complied
       with, and no event shall have occurred or condition
       shall exist which would, upon the Closing Date, or,
       upon the giving of notice and/or passage of time,
       constitute a breach or default hereunder or under any
       Lease or any other agreement between or among Buyer and
       Seller or Guarantor or Lessee pertaining to the subject
       matter hereof, and no event shall have occurred or
       condition shall exist or information shall have been
       disclosed by Sellers or discovered by Buyer which has
       had or would have a material adverse effect on any
       Site, Sellers' or Buyer's willingness to consummate the
       transaction contemplated by this Agreement, as
       determined by Buyer in its sole and absolute
       discretion.
  
           G.    Proof of Insurance.  Seller shall have caused
       Lessee to deliver to Buyer copies of insurance
       policies, showing that all insurance required by each
       Lease providing coverage and limits satisfactory to
       Buyer are in full force and effect.
  
           H.    Zoning.  If requested by Buyer, Sellers shall
       have provided Buyer with evidence satisfactory to Buyer
       to confirm that each Site is properly zoned for its use
       as contemplated by this Agreement and that such use or
       uses constitutes or constitute legal, conforming uses
       and that the buildings, structures and improvements
       located at each Site constitute legal, conforming
       buildings, structures and improvements under applicable
       zoning requirements.  
  
           I.    Opinions of Counsel.  Sellers shall have
       caused Counsel to prepare and deliver for each Site one
       or more opinion letters in form and substance
       acceptable to Buyer.  
  
           J.    Subordination Agreements.  To the extent
       Lessee shall, as of the Closing Date, sublease a
       Subleased Site to a Sublessee pursuant to a Sublease,
       Sellers shall have executed and delivered and shall
       have caused Lessee and Sublessees, if any, to execute
       and deliver to Buyer and Title Company for recordation
       a Subordination Agreement for each Subleased Site. 
       Sellers shall have executed and delivered and shall
       have caused Lessee and any third party using or
       occupying any portion of any of the Sites (other than
       Sublessees) to execute and deliver to Buyer a
       Subordination Agreement (in form and substance
       acceptable to Buyer) for each Site used or occupied by
       such third party.  Sellers shall notify Buyer in
       writing prior to the Closing of any third party (other
       than a Sublessee) using or occupying any of the Sites
       or any portion of any of the Sites, and Buyer shall
       have approved of such third party and such third-
       party's use and occupancy of the Site.
  
           K.    Approval by Buyer of Subleases.  To the
       extent Lessee, as of the Closing Date, shall sublease
       a Subleased Site to a Sublessee pursuant to a Sublease,
       Buyer shall have approved the Sublease that corresponds
       to each Subleased Site (and each Sublease shall have
       been amended in a manner reasonably requested by Buyer)
       and the Sublessee corresponding thereto.  Buyer shall
       have approved any agreement, lease or sublease pursuant
       to which any third party (other than a Sublessee) uses
       or occupies any of the Sites or any portion of any of
       the Sites.  Buyer shall have approved any third party
       (other than a Sublessee) who uses or occupies any of
       the Sites or any portion of any of the Sites and such
       third-party's use and occupancy of the Site.
  
           L.    Approvals, Consents and Waivers.  As of the
       Closing, Sellers and Lessee shall have obtained (and
       delivered to Buyer a copy and a reasonable description
       of) all consents, approvals, waivers and authorizations
       required to be obtained in connection with the
       consummation of the transaction contemplated by this
       Agreement.  
  
           M.    Franchise Agreement. The franchise, license
       and/or area development agreements between Lessee and
       the Franchisor associated with such Franchisor
       Restaurant with respect to each Site that is operated
       by Lessee as a Franchisor Restaurant is valid, binding
       and in full force and effect.  
  
           N.    Agreement with Conoco Inc. Buyer shall have
       received and approved the supply or license agreement
       between Lessee and Conoco Inc., a Delaware corporation,
       governing Lessee's business of offering for retail
       sales petroleum and other products under the brand name
       Conoco.  
  
           O.    Franchisor Restaurant Assignment Agreement. 
       Sellers shall have executed and delivered to Buyer a
       Franchisor Restaurant Assignment Agreement for each
       Site operated by Giant Four Corners as a Franchisor
       Restaurant, pursuant to which Giant Four Corners will
       assign to Giant Industries Arizona, Inc., an Arizona
       corporation, all of the right, title and interest of
       Giant Four Corners in and to any franchise, license
       and/or area development agreement between Giant Four
       Corners and the Franchisor associated with any
       Franchisor Restaurant being operated at such Site by
       Giant Four Corners.  
  
           P.    Closing Documents.  On or prior to the
       Closing Date, Buyer and Sellers, as may be appropriate,
       shall execute and deliver or cause to be executed and
       delivered to Title Company or Buyer, as may be
       appropriate, all documents required to be delivered by
       this Agreement, and such other documents, payments,
       instruments and certificates, as Buyer may require in
       form acceptable to Buyer, including, without
       limitation, the following:
  
              (i)    Special Warranty Deed for each Site;
              (ii)   Lease for each Site;
              (iii)  Memorandum of Lease for each Site;
              (iv)   Proof of Insurance for each Site;
              (v)    Opinion(s) of Counsel; 
              (vi)   Non-Foreign Seller Certificates; 
              (vii)  UCC-1 Financing Statements; 
              (viii) Subordination Agreement for each
  Subleased Site, as applicable;
              (ix)   Guaranty for each Site; 
              (x)    Subordination Agreement, if applicable,
  relative to each Site used or occupied by any third party 
  (other than a Sublessee); 
              (xi)   Franchisor Restaurant Assignment
  Agreements, as applicable; 
              (xii)  Supply or license agreement between Lessee
  and Conoco Inc. 
  
  Upon fulfillment or waiver of all of the above conditions,
  Buyer shall deposit funds necessary to close this transaction
  with the Title Company and this transaction shall close in
  accordance with the terms and conditions of this Agreement.
  
      12.    DEFAULT AND REMEDIES.  A.  Each of the following
  shall be deemed an event of default by Seller (an "Event of
  Default"):
  
           (i)    If any representation or warranty of any
       Seller is false in any material respect when made or
       becomes false in any material respect prior to the
       Closing Date;
  
           (ii)    If any Seller fails to keep or perform any
       of the terms or provisions of this Agreement or if any
       condition precedent is not satisfied by Sellers at or
       prior to the Closing Date or if Guarantor fails to keep
       or perform any of the terms or provisions of any
       Guaranty or if Lessee fails to keep or perform any of
       the terms or provisions of any Lease;
  
           (iii)    If any Seller, Guarantor or Lessee is or
       becomes insolvent within the meaning of the Code, files
       or notifies Buyer that it intends to file a petition
       under the Code, initiates a proceeding under any
       similar law or statute relating to bankruptcy,
       insolvency, reorganization, winding up or adjustment of
       debts (collectively, an "Action"), becomes the subject
       of either a petition under the Code or an Action, or is
       not generally paying its debts as the same become due; 
  
           (iv)    If any event occurs or condition exists
       which does or would upon the Closing Date constitute a
       breach or default under any Lease or any other
       agreement between any Seller or Lessee or Guarantor and
       Buyer pertaining to the subject matter hereof; or
  
           (v)    If there is an event of default or breach
       under any of the Other Agreements.
  
      B.    In the event of any Event of Default, Buyer shall be
  entitled to exercise, at its option, concurrently, successively
  or in any combination, all remedies available at law or in
  equity, including without limitation any one or more of the
  following:
  
           (i)    To terminate this Agreement by giving
       written notice to Sellers in which none of the parties
       hereto shall have any further obligation or liability,
       except such liabilities as Sellers may have for such
       breach or default;
  
           (ii)    To proceed with the Closing relative to all
       of the Sites or any number of the Sites as determined
       by Buyer and direct Title Company to apply such portion
       of the Purchase Price as Buyer may deem necessary to
       cure any such breach or default;
  
           (iii)    To bring an action for damages against any
       Seller or all Sellers, which, in the event Buyer
       proceeds to close on any Site, may include an amount
       equal to the difference between the value of each Site
       as conveyed to Buyer and the value each Site would have
       had if all representations and warranties of Sellers
       were true and Sellers had complied with all of its
       obligations;
  
           (iv)    To bring an action to require any Seller or
       all Sellers specifically to perform its or their
       respective obligations hereunder; and/or
  
           (v)    To recover from Sellers all expenses,
       including attorneys' fees, paid or incurred by Buyer as
       a result of such breach or default.
  
      13.    ASSIGNMENTS.  A. Buyer may assign in whole or in
  part its rights under this Agreement.  In the event of any
  unconditional assignment of Buyer's entire right and interest
  hereunder, Buyer shall automatically be relieved, from and
  after the date of such assignment, of liability for the
  performance of any obligation of Buyer contained herein.  
  
      B.    Sellers shall not, without the prior written consent
  of Buyer, which consent may be withheld in Buyer's sole
  discretion, sell, assign, transfer (other than the Subleases),
  mortgage, convey, encumber or grant any easements or other
  rights or interests of any kind in any Site, any of Seller's
  rights under this Agreement or any interest in any Seller,
  whether voluntarily, involuntarily or by operation of law or
  otherwise, including, without limitation, by merger,
  consolidation, dissolution or otherwise.  
  
      14.    INDEMNITY.  Each Seller, jointly and severally,
  agrees to indemnify, protect, hold harmless and defend Buyer
  and its directors, officers, shareholders, employees,
  successors, assigns, agents, lenders, contractors,
  subcontractors, experts, licensees, affiliates, lessees,
  mortgagees, trustees and invitees, as applicable (collectively,
  the "Indemnified Parties"), from and against any and all
  losses, costs, claims, liabilities, damages and expenses,
  including, without limitation, Buyer's reasonable attorneys'
  fees and consequential damages, arising as the result of an
  Environmental Condition and/or a breach of any of the
  representations, warranties, covenants, agreements or
  obligations of any Seller set forth in this Agreement.  Without
  limiting the generality of the foregoing, such indemnity shall
  include, without limitation, any damages incurred with respect
  to any engineering, governmental inspection and attorneys' fees
  and expenses that the Indemnified Parties may incur by reason
  of any Environmental Condition and/or any representation or
  warranty set forth in Section 8.K being false, or by reason of
  any investigation or claim of any governmental agency in
  connection therewith.
  
      15.    MISCELLANEOUS PROVISIONS.
  
           A.    Notices.  All notices, consents, approvals or
       other instruments required or permitted to be given by
       either party pursuant to this Agreement shall be in
       writing and given by (i) hand delivery, (ii) facsimile,
       (iii) express overnight delivery service or
       (iv) certified or registered mail, return receipt
       requested, and shall be deemed to have been delivered
       upon (a) receipt, if hand delivered, (b) transmission,
       if delivered by facsimile, (c) the next business day,
       if delivered by express overnight delivery service, or
       (d) the third business day following the day of deposit
       of such notice with the United States Postal Service,
       if sent by certified or registered mail, return receipt
       requested.  Notices shall be provided to the parties
       and addresses (or facsimile numbers, as applicable)
       specified below:
  
          If to Sellers:   c/o Giant Industries, Inc.
                           Attention: Mr. Mark Cox
                           23733 North Scottsdale Road
                           Scottsdale, Arizona 85255
                           Telephone: (602) 585-8888
                           Telecopy: (602) 585-8893
  
          With a copy to:  Giant Industries, Inc.
                           Legal Department
                           Attention: Carlos Guerra, Esq.
                           23733 North Scottsdale Road
                           Scottsdale, Arizona 85255
                           Telephone: (602) 585-8851
                           Telecopy: (602) 585-8985
  
          If to Buyer:     Dennis L. Ruben, Esq.
                           Executive Vice President
                             and General Counsel
                           FFCA Capital Holding
                           Corporation
                           17207 North Perimeter Drive
                           Scottsdale, AZ  85255
                           Telephone: (602) 585-4500
                           Telecopy:  (602) 585-2226
  
           B.    Risk of Loss.  Seller shall assume the risk
       of loss, damage or destruction of any Site or all Sites
       prior to the Closing Date.
  
           C.    Condemnation.  In the event of a taking of
       all or any part of any Site on or before the Closing,
       Buyer at its sole option shall have the right to either
       (i) receive the proceeds of any condemnation award and,
       proceed to close this transaction relative to such Site
       and the remaining Sites, or (ii) terminate this
       Agreement relative to the Site that is the subject of
       such taking and close this transaction relative to the
       remaining Sites, or (iii) terminate this Agreement
       relative to all Sites.
  
           D.    Real Estate Commission.  Buyer and Sellers
       represent and warrant to each other that they have
       dealt with no real estate broker, agent, finder or
       other intermediary in connection with the transactions
       contemplated by this Agreement.  Buyer and Sellers
       shall indemnify and hold each other harmless from and
       against any costs, claims or expenses, including
       attorneys' fees, arising out of the breach of their
       respective representations and warranties contained
       within this Section. 
  
           E.    Waiver and Amendment.  No provisions of this
       Agreement shall be deemed waived or amended except by
       a written instrument unambiguously setting forth the
       matter waived or amended and signed by the party
       against which enforcement of such waiver or amendment
       is sought.  Waiver of any matter shall not be deemed a
       waiver of the same or any other matter on any future
       occasion.
  
           F.    Captions.  Captions are used throughout this
       Agreement for convenience of reference only and shall
       not be considered in any manner in the construction or
       interpretation hereof.
  
           G.    Buyer's Liability.  Notwithstanding anything
       to the contrary provided in this Agreement, it is
       specifically understood and agreed, such agreement
       being a primary consideration for the execution of this
       Agreement by Buyer, that (i) there shall be absolutely
       no personal liability on the part of any shareholder,
       director, officer or employee of Buyer, with respect to
       any of the terms, covenants and conditions of this
       Agreement, (ii) Sellers waive all claims, demands and
       causes of action against Buyer's officers, directors,
       employees and agents in the event of any breach by
       Buyer of any of the terms, covenants and conditions of
       this Agreement to be performed by Buyer and
       (iii) Sellers shall look solely to the assets of Buyer
       for the satisfaction of each and every remedy of
       Sellers in the event of any breach by Buyer of any of
       the terms, covenants and conditions of this Agreement
       to be performed by Buyer, such exculpation of liability
       to be absolute and without any exception whatsoever.
  
           H.    Severability.  The provisions of this
       Agreement shall be deemed severable.  If any part of
       this Agreement shall be held unenforceable, the
       remainder shall remain in full force and effect, and
       such unenforceable provision shall be reformed by such
       court so as to give maximum legal effect to the
       intention of the parties as expressed therein.
  
           I.    Construction Generally.  This is an agreement
       between parties who are experienced in sophisticated
       and complex matters similar to the transaction
       contemplated by this Agreement and is entered into by
       the parties in reliance upon the economic and legal
       bargains contained herein and shall be interpreted and
       construed in a fair and impartial manner without regard
       to such factors as the party which prepared the
       instrument, the relative bargaining powers of the
       parties or the domicile of any party.  Sellers and
       Buyer were each represented by legal counsel competent
       in advising them of their obligations and liabilities
       hereunder.  
  
           J.    Other Documents.  Each of the parties agrees
       to sign such other and further documents as may be
       appropriate to carry out the intentions expressed in
       this Agreement.
  
           K.    Attorneys' Fees.  In the event of any
       judicial or other adversarial proceeding between the
       parties concerning this Agreement, the prevailing party
       shall be entitled to recover all of its attorneys' fees
       and other costs in addition to any other relief to
       which it may be entitled.  References in this Agreement
       to Buyer's attorneys' fees and/or costs shall mean both
       the fees and costs of independent counsel retained by
       Buyer with respect to this transaction and the fees and
       costs of Buyer's in-house counsel incurred in
       connection with this transaction.
  
           L.    Entire Agreement.  This Agreement, together
       with any other certificates, instruments or agreements
       to be delivered hereunder, constitute the entire
       agreement between the parties with respect to the
       subject matter hereof, and there are no other
       representations, warranties or agreements, written or
       oral, between Sellers and Buyer with respect to the
       subject matter of this Agreement.  Notwithstanding
       anything in this Agreement to the contrary, upon the
       execution and delivery of this Agreement by Sellers and
       Buyer the Commitment shall be deemed null and void and
       of no further force and effect and the terms and
       conditions of this Agreement shall control
       notwithstanding that such terms are inconsistent with
       or vary from those set forth in the Commitment.
  
           M.    Recording.  At the election of Buyer, this
       Agreement may be recorded in the appropriate
       governmental office or offices so as to impart
       constructive notice of the terms and provisions hereof.
  
           N.    Forum Selection; Jurisdiction; Venue; Choice
       of Law.  Sellers acknowledge that this Agreement was
       substantially negotiated in the State of Arizona, the
       Agreement was signed by Buyer and Sellers in the State
       of Arizona and delivered by Sellers in the State of
       Arizona, all payments under the Leases will be
       delivered in the State of Arizona and there are
       substantial contacts between the parties and the
       transactions contemplated herein and the State of
       Arizona.  For purposes of any action or proceeding
       arising out of this Agreement, the parties hereto
       hereby expressly submit to the jurisdiction of all
       federal and state courts located in the State of
       Arizona and Sellers consents that they may be served
       with any process or paper by registered mail or by
       personal service within or without the State of Arizona
       in accordance with applicable law.  Furthermore,
       Sellers waive and agree not to assert in any such
       action, suit or proceeding that it is not personally
       subject to the jurisdiction of such courts, that the
       action, suit or proceeding is brought in an
       inconvenient forum or that venue of the action, suit or
       proceeding is improper.  It is the intent of the
       parties hereto that all provisions of this Agreement
       shall be governed by and construed under the laws of
       the State of Arizona.  To the extent that a court of
       competent jurisdiction finds Arizona law inapplicable
       with respect to any provisions hereof, then, as to
       those provisions only, the law of the state in which
       each Site is located shall be deemed to apply to such
       Site.  Nothing contained in this Section shall limit or
       restrict the right of Buyer to commence any proceeding
       in the federal or the state courts located in the state
       in which each Site is located to the extent Buyer deems
       such proceeding necessary or advisable to exercise
       remedies available under the Agreement.
  
           O.    Counterparts.  This Agreement may be executed
       in one or more counterparts, each of which shall be
       deemed an original.
  
           P.    Binding Effect.  This Agreement shall be
       binding upon and inure to the benefit of Sellers and
       Buyer and their respective successors and permitted
       assigns, including, without limitation, any United
       States trustee, any debtor-in-possession or any trustee
       appointed from a private panel.
  
           Q.    Survival.  Except for the conditions of
       Closing set forth in Section 11, which shall be
       satisfied or waived as of the Closing Date, all
       representations, warranties, agreements, obligations
       and indemnities of Sellers and Buyer set forth in this
       Agreement shall survive the Closing.
  
           R.    Waiver of Jury Trial and Punitive,
       Consequential, Special and Indirect Damages.  BUYER AND
       SELLERS HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY
       WAIVE THE RIGHT EITHER MAY HAVE TO A TRIAL BY JURY WITH
       RESPECT TO ANY AND ALL ISSUES PRESENTED IN ANY ACTION,
       PROCEEDING, CLAIM OR COUNTERCLAIM BROUGHT BY EITHER OF
       THE PARTIES HERETO AGAINST THE OTHER OR ITS SUCCESSORS
       WITH RESPECT TO ANY MATTER ARISING OUT OF OR IN
       CONNECTION WITH THIS AGREEMENT OR ANY DOCUMENT
       CONTEMPLATED HEREIN OR RELATED HERETO.  THIS WAIVER BY
       THE PARTIES HERETO OF ANY RIGHT EITHER MAY HAVE TO A
       TRIAL BY JURY HAS BEEN NEGOTIATED AND IS AN ESSENTIAL
       ASPECT OF THEIR BARGAIN.  FURTHERMORE, SELLERS AND
       BUYER HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY
       WAIVES THE RIGHT EITHER MAY HAVE TO SEEK PUNITIVE,
       CONSEQUENTIAL, SPECIAL AND INDIRECT DAMAGES FROM THE
       OTHER WITH RESPECT TO ANY AND ALL ISSUES PRESENTED IN
       ANY ACTION, PROCEEDING, CLAIM OR COUNTERCLAIM BROUGHT
       BY SELLERS OR BUYER AGAINST THE OTHER OR ITS RESPECTIVE
       SUCCESSORS WITH RESPECT TO ANY MATTER ARISING OUT OF OR
       IN CONNECTION WITH THIS AGREEMENT OR ANY DOCUMENT
       CONTEMPLATED HEREIN OR RELATED HERETO.  THE WAIVER BY
       SELLERS AND BUYER OF ANY RIGHT EITHER MAY HAVE TO SEEK
       PUNITIVE, CONSEQUENTIAL, SPECIAL AND INDIRECT DAMAGES
       HAS BEEN NEGOTIATED BY THE PARTIES HERETO AND IS AN
       ESSENTIAL ASPECT OF THEIR BARGAIN.
  
      IN WITNESS WHEREOF, Sellers and Buyer have entered into
  this Agreement as of the date first above written.
  
              BUYER:
  
              FFCA CAPITAL HOLDING 
              CORPORATION, a Delaware corporation
  
  
              By  /s/ Stephen Y. Schwanz
                --------------------------------------
              Name:     Stephen Y. Schwanz
              Its:          Vice President
  
              SELLERS:
  
              GIANT INDUSTRIES ARIZONA, INC.,
              an Arizona corporation
  
  
              By  /s/ Mark B. Cox
                --------------------------------------
              Printed Name:  Mark B. Cox
              Its:           Vice President
  
  
  
              GIANT FOUR CORNERS, INC., 
              an Arizona corporation
  
  
              By  /s/ Mark B. Cox
                --------------------------------------
              Printed Name:  Mark B. Cox
              Its:           Vice President
  
  
  <PAGE>
  STATE OF ARIZONA   ]
                     ] SS.
  COUNTY OF MARICOPA ]
  
      The foregoing instrument was acknowledged before me on
  December 30, 1998, by Stephen Y. Schwanz, Vice President, of
  FFCA Capital Holding Corporation, a Delaware corporation, on
  behalf of the corporation.
  
  
                          /s/ Paula T. Cross
                          --------------------------
                          Notary Public
  
  My Commission Expires:
  Nov. 29, 2000
  
                          
  
  
  
  <PAGE>
  STATE OF ARIZONA    ]
                      ] SS.
  COUNTY OF MARICOPA  ]
  
      The foregoing instrument was acknowledged before me on
  December 30, 1998, by Mark Baker Cox, the Vice President of
  GIANT INDUSTRIES ARIZONA, INC., an Arizona corporation, on 
  behalf of the corporation.
  
  
                          /s/ Paula T. Cross
                          --------------------------
                          Notary Public
  
  My Commission Expires:
  Nov. 29, 2000
  
                          
  
  <PAGE>
  STATE OF ARIZONA   ]
                     ] SS.
  COUNTY OF MARICOPA ]
  
      The foregoing instrument was acknowledged before me on
  December 30, 1998, by Mark Baker Cox, the Vice President of
  GIANT FOUR CORNERS, INC., an Arizona corporation, on behalf 
  of the corporation.
  
  
                          /s/ Paula T. Cross
                          --------------------------
                          Notary Public
  
  My Commission Expires:
  Nov. 29, 2000
  
                          
  <PAGE>
  <PAGE>
  Giant AZ = Giant Industries Arizona, Inc.
  Giant 4    = Giant Four Corners, Inc.
  <TABLE>
  <CAPTION>
                                         SCHEDULE 1
  
                   (List of Sellers and list of Sites owned by each Seller)
  
  
  Unit No.   FFCA File No.      Street Address              City        State   Seller's
  Name
  --------   -------------   -----------------------   --------------   -----   -------------
  <S>        <C>             <C>                       <C>              <C>     <C>
  6901       8000-8344       825 Monroe                Buckeye          AZ      Giant AZ
  6906       8000-8345       945 N. Arizona Ave.       Chandler         AZ      Giant AZ
  6916       8000-8378       1951 E. Baseline          Gilbert          AZ      Giant AZ
  6907       8000-8348       1405 E. Ash               Globe            AZ      Giant AZ
  7193       8000-8349       410 Hopi Dr.              Holbrook         AZ      Giant AZ
  7222       8000-8350       1653 White Mtn. Blvd.     Lakeside         AZ      Giant AZ
  6915       8000-8351       6807 E. Baseline Rd.      Mesa             AZ      Giant AZ
  6917       8000-8352       3559 E. University        Mesa             AZ      Giant AZ
  6918       8000-8353       2743 S. Alma School Rd.   Mesa             AZ      Giant AZ
  6928       8000-7354       6608 E. Main St.          Mesa             AZ      Giant AZ
  6903       8000-8355       2120 Hwy 60/70            Miami            AZ      Giant AZ
  6910       8000-8356       7450 W. Thomas Rd.        Phoenix          AZ      Giant AZ
  6913       8000-8357       5049 W. Buckeye           Phoenix          AZ      Giant AZ
  6932       8000-8358       4305 E. Ray Rd.           Phoenix          AZ      Giant AZ
  6908       8000-8359       300 Hwy 70                Safford          AZ      Giant AZ
  7203       8000-8360       Hwy 191                   Sanders          AZ      Giant 4
  6904       8000-8361       7630 E. McDowell Rd.      Scottsdale       AZ      Giant AZ
  6909       8000-8362       3301 N. Hayden Rd.        Scottsdale       AZ      Giant AZ
  7223       8000-8363       1981 E. Deuce of Clubs    Show Low         AZ      Giant 4
  7123       8000-8364       379 S. Main               Snowflake        AZ      Giant 4
  7219       8000-8365       138 W. Main, Hwy 60       Springerville    AZ      Giant 4
  7224       8000-8367       310 N. Main               Taylor           AZ      Giant 4
  6914       8000-8368       7550 S. Rural Rd.         Tempe            AZ      Giant AZ
  6902       8000-8369       2946 W. Hwy 70            Thatcher         AZ      Giant AZ
  6921       8000-8370       7366 N. Oracle Rd.        Tucson           AZ      Giant AZ
  6922       8000-8371       2100 W. Ruthrauff Rd.     Tucson           AZ      Giant AZ
  6923       8000-8372       1530 W. St. Mary's Rd.    Tucson           AZ      Giant AZ
  6924       8000-8373       761 W. Ajo                Tucson           AZ      Giant AZ
  6925       8000-8374       1202 W. Ajo               Tucson           AZ      Giant AZ
  6926       8000-8375       6500 S. 12th Ave.         Tucson           AZ      Giant AZ
  6929       8000-8376       9491 E. 22nd St.          Tucson           AZ      Giant AZ
  6930       8000-8377       2750 S. Kolb Rd.          Tucson           AZ      Giant AZ
  6931       8000-8378       3780 W. Magee Rd.         Tucson           AZ      Giant AZ
  7320/      8000-8379       Hwy 264                   Tse Bontio       NM
  7321                                                 Window Rock      AZ      Giant 4
  7405       8000-8380       2201 Main St.             Alamosa          CO      Giant 4
  6063       8000-8381       650 Buck Highway          Bayfield         CO      Giant AZ
  7212       8000-8382       1525 Greenwood            Canon City       CO      Giant 4
  6064       8000-8384       2320 E. Main              Cortez           CO      Giant AZ
  7260       8000-8386       921 E. Main               Cortez           CO      Giant 4
  7676       8000-8391       805 Grand                 Del Norte        CO      Giant 4
  7229       8000-8392       501 Railroad Ave.         Dolores          CO      Giant 4
  6059       8000-8393       26223 US Highway 160      Durango          CO      Giant AZ
  6060       8000-8394       1991 Main Avenue          Durango          CO      Giant AZ
  6061       8000-8395       901 Camino Del Rio        Durango          CO      Giant AZ
  7111       8000-8396       20329 Hwy 160 West        Durango          CO      Giant AZ
  7677       8000-8397       605 First St.             Monte Vista      CO      Giant 4
  6062       8000-8398       635 San Juan              Pagosa Springs   CO      Giant AZ
  7675       8000-8399       30483 US Hwy 160          South Fork       CO      Giant 4
  7237       8000-8400       1519 E. Main St.          Trinidad         CO      Giant 4
  7442       8000-8401       3501 Isleta Blvd., SW     Albuquerque      NM      Giant 4
  7446       8000-8403       937 Isleta SW             Albuquerque      NM      Giant 4
  7553       8000-8404       2504 Broadway SE          Albuquerque      NM      Giant 4
  7118       8000-8405       2790 US Hwy 550           Aztec            NM      Giant 4
  7197       8000-8406       321 Main Ave.             Aztec            NM      Giant 4
  7283       8000-8408       1224 S. Main St.          Belen            NM      Giant 4
  7168       8000-8409       118 Hwy 44 West           Bernalillo       NM      Giant 4
  7293       8000-8410       401 Hwy 44 N.             Bernalillo       NM      Giant 4
  7210       8000-8411       204 S. Bloomfield Blvd.   Bloomfield       NM      Giant 4
  7214       8000-8412       602 W. Broadway           Bloomfield       NM      Giant 4
  7239       8000-8413       Star Rte 4, Box 3000      Bloomfield       NM      Giant 4
  7215       8000-8415       Box 42 HCR 79             Cuba             NM      Giant 4
  7244       8000-8416       11260 NM Hwy 44, Nagezzi  Cuba             NM      Giant 4
  7247       8000-8417       HCR 79 Box 10             Cuba             NM      Giant 4
  7183       8000-8418       902 N. Riverside Dr.      Espanola         NM      Giant 4
  7555       8000-8420       286 S. Riverside          Espanola         NM      Giant 4
  7278       8000-8421       5th & Joseph              Estancia         NM      Giant 4
  7127       8000-8422       2603 E. 20th St.          Farmington       NM      Giant 4
  7211       8000-8423       2700 W. Main              Farmington       NM      Giant 4
  7217       8000-8424       8180 E. Main              Farmington       NM      Giant 4
  7218       8000-8425       5702 Hwy 64               Farmington       NM      Giant 4
  7240       8000-8426       3001 Bloomfield Hwy       Farmington       NM      Giant 4
  7556       8000-8427       1500 San Juan Blvd.       Farmington       NM      Giant 4
  7204       8000-8428       HCR 4, Box 20             Gallup           NM      Giant 4
  7408       8000-8429       3340 E. Hwy 66            Gallup           NM      Giant 4
  7409       8000-8430       3302 W. Hwy 66            Gallup           NM      Giant 4
  7557       8000-8431       800 E. Coal               Gallup           NM      Giant 4
  7198       8000-8432       4357 US Hwy 64            Kirtland         NM      Giant 4
  7295       8000-8433       610 W. Hwy 66             Milan            NM      Giant 4
  7297       8000-8434       5180 Hwy 68               Rancho de Taos   NM      Giant 4
  7554       8000-8435       832 Sierra Vista          Santa Fe         NM      Giant 4
  7448       8000-8436       113268 S. Santa Fe Rd.    Taos             NM      Giant 4
  7257       8000-8437       Hwy 371                   Thoreau          NM      Giant 4
  7310       8000-8439       3890 US Hwy 64,
                             Fruitland, NM             Waterflow        NM      Giant 4
  
  
  </TABLE>
  <PAGE>
  <PAGE>
                          SCHEDULE 2
  
       (List of Sublessees and list of Subleased Sites
                   leased by each Sublessee)
  
  
  SELLERS REPRESENT AND WARRANT TO BUYER THAT, AS OF THE DATE OF
  THIS AGREEMENT, THERE ARE NO SUBLEASES, THERE ARE NO SUBLESSEES, 
  AND THERE ARE NO SUBLEASED SITES.<PAGE>
  <PAGE>
  <TABLE>
  <CAPTION>
                                       EXHIBIT A
  
                                    (List of Sites)
  
  Unit No.   FFCA File No.      Street Address              City        State   Zip Code
  --------   -------------   -----------------------   --------------   -----   --------
  <S>        <C>             <C>                       <C>              <C>     <C>
  6901       8000-8344       825 Monroe                Buckeye          AZ      85326
  6906       8000-8345       945 N. Arizona Ave.       Chandler         AZ      85224
  6916       8000-8347       1951 E. Baseline          Gilbert          AZ      86234
  6907       8000-8348       1405 E. Ash               Globe            AZ      85501
  7193       8000-8349       410 Hopi Dr.              Holbrook         AZ      86025
  7222       8000-8350       1653 White Mtn. Blvd.     Lakeside         AZ      85929
  6915       8000-8351       6807 E. Baseline Rd.      Mesa             AZ      85208
  6917       8000-8352       3559 E. University        Mesa             AZ      85203
  6918       8000-8353       2743 S. Alma School Rd.   Mesa             AZ      85210
  6928       8000-7354       6608 E. Main St.          Mesa             AZ      85205
  6903       8000-8355       2120 Hwy 60/70            Miami            AZ      85539
  6910       8000-8356       7450 W. Thomas Rd.        Phoenix          AZ      85033
  6913       8000-8357       5049 W. Buckeye           Phoenix          AZ      85043
  6932       8000-8358       4305 E. Ray Rd.           Phoenix          AZ      85044
  6908       8000-8359       300 Hwy 70                Safford          AZ      85546
  7203       8000-8360       Hwy 191                   Sanders          AZ      86512
  6904       8000-8361       7630 E. McDowell Rd.      Scottsdale       AZ      85257
  6909       8000-8362       3301 N. Hayden Rd.        Scottsdale       AZ      85251
  7223       8000-8363       1981 E. Deuce of Clubs    Show Low         AZ      85901
  7123       8000-8364       379 S. Main               Snowflake        AZ      85937
  7219       8000-8365       138 W. Main, Hwy 60       Springerville    AZ      85938
  7224       8000-8367       310 N. Main               Taylor           AZ      85939
  6914       8000-8368       7550 S. Rural Rd.         Tempe            AZ      85283
  6902       8000-8369       2946 W. Hwy 70            Thatcher         AZ      85552
  6921       8000-8370       7366 N. Oracle Rd.        Tucson           AZ      85704
  6922       8000-8371       2100 W. Ruthrauff Rd.     Tucson           AZ      85705
  6923       8000-8372       1530 W. St. Mary's Rd.    Tucson           AZ      85745
  6924       8000-8373       761 W. Ajo                Tucson           AZ      85713
  6925       8000-8374       1202 W. Ajo               Tucson           AZ      85713
  6926       8000-8375       6500 S. 12th Ave.         Tucson           AZ      85706
  6929       8000-8376       9491 E. 22nd St.          Tucson           AZ      85710
  6930       8000-8377       2750 S. Kolb Rd.          Tucson           AZ      85730
  6931       8000-8378       3780 W. Magee Rd.         Tucson           AZ      85741
  7320/                      Hwy 264                   Tse Bontio       NM      87301
  7321       8000-8379                                 Window Rock      AZ      86515
  7405       8000-8380       2201 Main St.             Alamosa          CO      81101
  6063       8000-8381       650 Buck Highway          Bayfield         CO      81122
  7212       8000-8382       1525 Greenwood            Canon City       CO      81212
  6064       8000-8384       2320 E. Main              Cortez           CO      81321
  7260       8000-8386       921 E. Main               Cortez           CO      81321
  7676       8000-8391       805 Grand                 Del Norte        CO      81132
  7229       8000-8392       501 Railroad Ave.         Dolores          CO      81323
  6059       8000-8393       26223 US Highway 160      Durango          CO      81301
  6060       8000-8394       1991 Main Avenue          Durango          CO      81301
  6061       8000-8395       901 Camino Del Rio        Durango          CO      81301
  7111       8000-8396       20329 Hwy 160 West        Durango          CO      81301
  7677       8000-8397       605 First St.             Monte Vista      CO      81144
  6062       8000-8398       635 San Juan              Pagosa Springs   CO      81147
  7675       8000-8399       30483 US Hwy 160          South Fork       CO      81154
  7237       8000-8400       1519 E. Main St.          Trinidad         CO      81082
  7442       8000-8401       3501 Isleta Blvd., SW     Albuquerque      NM      87105
  7446       8000-8403       937 Isleta SW             Albuquerque      NM      87105
  7553       8000-8404       2504 Broadway SE          Albuquerque      NM      87501
  7118       8000-8405       2790 US Hwy 550           Aztec            NM      87410
  7197       8000-8506       321 Main Ave.             Aztec            NM      87410
  7283       8000-8408       1224 S. Main St.          Belen            NM      87002
  7168       8000-8409       118 Hwy 44 West           Bernalillo       NM      87004
  7293       8000-8410       401 Hwy 44 N.             Bernalillo       NM      87004
  7210       8000-8411       204 S. Bloomfield Blvd.   Bloomfield       NM      87413
  7214       8000-8412       602 W. Broadway           Bloomfield       NM      87413
  7239       8000-8413       Star Rte 4, Box 3000      Bloomfield       NM      87413
  7215       8000-8415       Box 42 HCR 79             Cuba             NM      87013
  7244       8000-8416       11260 NM Hwy 44, Nagezzi  Cuba             NM      87013
  7247       8000-8417       HCR 79 Box 10             Cuba             NM      87013
  7183       8000-8418       902 N. Riverside Dr.      Espanola         NM      87532
  7555       8000-8420       286 S. Riverside          Espanola         NM      87532
  7278       8000-8421       5th & Joseph              Estancia         NM      87016
  7127       8000-8422       2603 E. 20th St.          Farmington       NM      87401
  7211       8000-8423       2700 W. Main              Farmington       NM      87401
  7217       8000-8424       8180 E. Main              Farmington       NM      87401
  7218       8000-8425       5702 Hwy 64               Farmington       NM      87401
  7240       8000-8426       3001 Bloomfield Hwy       Farmington       NM      87401
  7556       8000-8427       1500 San Juan Blvd.       Farmington       NM      87401
  7204       8000-8428       HCR 4, Box 20             Gallup           NM      87301
  7408       8000-8429       3340 E. Hwy 66            Gallup           NM      87301
  7409       8000-8430       3302 W. Hwy 66            Gallup           NM      87301
  7557       8000-8431       800 E. Coal               Gallup           NM      87301
  7198       8000-8432       4357 US Hwy 64            Kirtland         NM      87417
  7295       8000-8433       610 W. Hwy 66             Milan            NM      87021
  7297       8000-8434       5180 Hwy 68               Rancho de Taos   NM      87557
  7554       8000-8435       832 Sierra Vista          Santa Fe         NM      87501
  7448       8000-8436       113268 S. Santa Fe Rd.    Taos             NM      87571
  7257       8000-8437       Hwy 371                   Thoreau          NM      87323
  7310       8000-8439       3890 US Hwy 64            Waterflow        NM      87421
                             Fruitland, NM
  
  
  </TABLE>
  
  <PAGE>
  <PAGE>
  <TABLE>
  <CAPTION>
                              EXHIBIT B
  
             (Allocation of Purchase Price Among the Sites)
  
  
  FFCA File No./Unit No.     Purchase Price     Address
  ----------------------     --------------     ----------------------
  <S>                          <C>              <C>
  8000-8344/6901                 $570,000       825 Monroe
  8000-8345/6906               $1,090,000       945 N. Arizona Ave.
  8000-8347/6916                 $435,000       1951 E. Baseline
  8000-8348/6907                 $426,000       1405 E. Ash
  8000-8349/7193                 $440,000       410 Hopi Dr.
  8000-8350/7222                 $532,000       1653 White Mtn. Blvd.
  8000-8351/6915               $1,300,000       6807 E. Baseline Rd.
  8000-8352/6917                 $551,000       3559 E. University
  8000-8353/6918               $1,250,000       2743 S. Alma School Rd.
  8000-7354/6928                 $186,000       6608 E. Main St.
  8000-8355/6903                 $495,000       2120 Hwy 60/70
  8000-8356/6910                 $544,000       7450 W. Thomas Rd.
  8000-8357/6913               $1,025,000       5049 W. Buckeye
  8000-8358/6932               $1,000,000       4305 E. Ray Rd.
  8000-8359/6908                 $400,000       300 Hwy 70
  8000-8360/7203               $1,300,000       Hwy 191
  8000-8361/6904                 $360,000       7630 E. McDowell Rd.
  8000-8362/6909                 $526,000       3301 N. Hayden Rd.
  8000-8363/7223                 $490,000       1981 E. Deuce of Clubs
  8000-8364/7123                 $590,000       379 S. Main
  8000-8365/7219                 $475,000       138 W. Main, Hwy 60
  8000-8367/7224                 $626,000       310 N. Main
  8000-8368/6914               $1,000,000       7550 S. Rural Rd.
  8000-8369/6902                 $150,000       2946 W. Hwy 70
  8000-8370/6921                 $770,000       7366 N. Oracle Rd.
  8000-8371/6922                 $560,000       2100 W. Ruthrauff Rd.
  8000-8372/6923                 $710,000       1530 W. St. Mary's Rd.
  8000-8373/6924                 $745,000       761 W. Ajo
  8000-8374/6925                 $900,000       1202 W. Ajo
  8000-8375/6926               $1,000,000       6500 S. 12th Ave.
  8000-8376/6929                 $880,000       9491 E. 22nd St.
  8000-8377/6930                 $926,000       2750 S. Kolb Rd.
  8000-8378/6931                 $885,000       3780 W. Magee Rd.
  8000-8379/7320/7321          $1,150,000       Hwy 264, Tse Bontio, NM 87301
  8000-8380/7405                 $600,000       2201 Main St.
  8000-8381/6063               $1,041,000       650 Buck Highway
  8000-8382/7212                 $264,000       1525 Greenwood
  8000-8384/6064               $1,300,000       2320 E. Main
  8000-8386/7260                 $733,000       921 E. Main
  8000-8391/7676                 $704,000       805 Grand
  8000-8392/7229                 $150,000       501 Railroad Ave.
  8000-8393/6059                 $940,000       26223 US Highway 160
  8000-8394/6060               $1,050,000       1991 Main Avenue
  8000-8395/6061               $1,000,000       901 Camino Del Rio
  8000-8396/7111                 $440,000       20329 Hwy 160 West
  8000-8397/7677                 $450,000       605 First St.
  8000-8398/6062                 $725,000       635 San Juan
  8000-8399/7675                 $285,000       30483 US Hwy 160
  8000-8400/7237                 $255,000       1519 E. Main St.
  8000-8401/7442                 $219,000       3501 Isleta Blvd., SW
  8000-8403/7446                 $100,000       937 Isleta SW
  8000-8404/7553                 $450,000       2504 Broadway SE
  8000-8405/7118                 $600,000       2790 US Hwy 550
  8000-8506/7197                 $544,000       321 Main Ave.
  8000-8408/7283                 $455,000       1224 S. Main St.
  8000-8409/7168                 $290,000       118 Hwy 44 West
  8000-8410/7293                 $274,000       401 Hwy 44 N.
  8000-8411/7210               $1,300,000       204 S. Bloomfield Blvd.
  8000-8412/7214                 $580,000       602 W. Broadway
  8000-8413/7239                 $605,000       Star Rte 4, Box 3000
  8000-8415/7215                 $360,000       Box 42 HCR 79
  8000-8416/7244                 $475,000       11260 NM Hwy 44, Nagezzi
  8000-8417/7247                 $400,000       HCR 79 Box 10
  8000-8418/7183                 $480,000       902 N. Riverside Dr.
  8000-8420/7555                 $472,000       286 S. Riverside
  8000-8421/7278                 $503,000       5th & Joseph
  8000-8422/7127                 $765,000       2603 E. 20th St.
  8000-8423/7211                 $468,000       2700 W. Main
  8000-8424/7217                 $830,000       8180 E. Main
  8000-8425/7218                 $726,000       5702 Hwy 64
  8000-8426/7240                 $505,000       3001 Bloomfield Hwy
  8000-8427/7556                 $400,000       1500 San Juan Blvd.
  8000-8428/7204               $1,000,000       HCR 4, Box 20
  8000-8429/7408                 $401,986       3340 E. Hwy 66
  8000-8430/7409                 $302,000       3302 W. Hwy 66
  8000-8431/7557                 $151,000       800 E. Coal
  8000-8432/7198                 $356,000       4357 US Hwy 64
  8000-8433/7295                 $267,000       610 W. Hwy 66
  8000-8434/7297                 $800,000       5180 Hwy 68
  8000-8435/7554                 $414,000       832 Sierra Vista
  8000-8436/7448                 $341,000       113268 S. Santa Fe Rd.
  8000-8437/7257                 $705,000       Hwy 371
  8000-8439/7310               $1,000,000       3890 US Hwy 64, Fruitland, NM
  /TABLE
<PAGE>
  <PAGE>
                           EXHIBIT C
  
  
                        (Form of Lease)
  
  
                          (Attached)
  
  
  
  <PAGE>
  <PAGE>
                           LEASE
  
  
       THIS LEASE (this "Lease") is made as of
  December       , 1998  (the "Effective Date"), by and
  between FFCA CAPITAL HOLDING CORPORATION, a Delaware
  corporation ("Lessor"), whose address is 17207 North
  Perimeter Drive, Scottsdale, Arizona 85255, and GIANT
  INDUSTRIES ARIZONA, INC., an Arizona corporation ("Lessee"),
  whose address is 23733 North Scottsdale Road, Scottsdale,
  Arizona 85255.
  
                   W I T N E S S E T H :
  
       THAT, in consideration of the mutual covenants and
  agreements herein contained, Lessor and Lessee hereby
  covenant and agree as follows:
  
       1.     Certain Defined Terms.  The following terms
  shall have the following meanings for all purposes of this
  Lease:
  
       "Adjustment Date" shall mean the second anniversary of
  the Effective Date, and every second anniversary thereafter
  during the Lease Term (including the extension period or
  periods if Lessee exercises one or more of its options
  pursuant to Section 28).
  
       "Affiliate" means any Person which directly or
  indirectly controls, is under common control with, or is
  controlled by any other Person.  For purposes of this
  definition, "controls", "under common control with" and
  "controlled by"  means the possession, directly or
  indirectly, of the power to direct or cause the direction of
  the management and policies of such person or entity,
  whether through ownership of voting securities or otherwise.
  
       "Base Annual Rental" means, as of the Effective Date,
  an amount equal to $___________, as such Base Annual Rental
  shall be adjusted from time to time as contemplated by
  Section 4.
  
       "Base Monthly Rental" means an amount equal to 1/12 of
  the applicable Base Annual Rental.
  
       "Code" means the United States Bankruptcy Code, 11
  U.S.C. Sec. 101 et seq., as amended. 
  
       "De Minimis Amounts" shall mean, with respect to any
  given level of Hazardous Materials or Regulated Substances,
  that level or quantity of Hazardous Materials or Regulated
  Substances in any form or combination of forms which does
  not constitute a violation of any Environmental Laws and is
  customarily employed in, or associated with, similar
  businesses located in the state in which the Premises are
  located.
  
       "Environmental Insurer" means such environmental
  insurance company as Lessor may select in its sole
  discretion.
  
       "Environmental Laws" means any present and future
  federal, state and local laws, statutes, ordinances, rules,
  regulations and the like, as well as common law, relating to
  protection of human health or the environment, relating to
  Hazardous Materials, Regulated Substances or USTs, relating
  to liability for or costs of Remediation or prevention of
  Releases or Threatened Releases or relating to liability for
  or costs of other actual or threatened danger to human
  health or the environment.  "Environmental Laws" includes,
  but is not limited to, the following statutes, as amended,
  any successor thereto, and any regulations promulgated
  pursuant thereto, and any state or local statutes,
  ordinances, rules, regulations and the like addressing
  similar issues:  the Comprehensive Environmental Response,
  Compensation and Liability Act; the Emergency Planning and
  Community Right-to-Know Act; the Hazardous Materials
  Transportation Act; the Resource Conservation and Recovery
  Act (including but not limited to Subtitle I relating to
  underground storage tanks); the Solid Waste Disposal Act;
  the Clean Water Act; the Clean Air Act; the Toxic Substances
  Control Act; the Safe Drinking Water Act; the Occupational
  Safety and Health Act; the Federal Water Pollution Control
  Act; the Federal Insecticide, Fungicide and Rodenticide Act;
  the Endangered Species Act; the National Environmental
  Policy Act; and the River and Harbors Appropriation Act. 
  "Environmental Laws" also includes, but is not limited to,
  any present and future federal, state and local laws,
  statutes, ordinances, rules, regulations and the like, as
  well as common law: conditioning transfer of property upon a
  negative declaration or other approval of a Governmental
  Authority of the environmental condition of the property;
  requiring notification or disclosure of Releases or
  Threatened Releases or other environmental condition of the
  Premises to any Governmental Authority or other person or
  entity, whether or not in connection with transfer of title
  to or interest in property; imposing conditions or
  requirements in connection with permits or other
  authorization for lawful activity; relating to nuisance,
  trespass or other causes of action related to the Premises;
  and relating to wrongful death, personal injury, or property
  or other damage in connection with any physical condition or
  use of the Premises.
  
       "Environmental Policy" means the environmental
  insurance policy issued by Environmental Insurer to Lessor
  with respect to the Premises in connection with the
  transaction contemplated by the Sale and Lease Agreement.  
  
       "Facility" means either a gasoline station or a
  combination convenience store and gasoline station operated
  under the Giant, Mustang, Conoco, Conoco Express, Thriftway,
  Plateau, Gasman or Gasamat brands or a nationally recognized
  oil brand or another brand approved by Lessor.  Upon prior
  written notice to Lessor, a portion of the Facility may be
  operated by Lessee as a Franchisor Restaurant and/or
  subleased to Sublessee pursuant to the Sublease for the
  purpose of operating a business involving the retail sales
  of food items (including a Franchisor Restaurant) or non-
  food items, provided that no portion of the Premises or
  Facility shall be operated by Sublessee as a gasoline
  station or combination convenience store and gasoline
  station without the prior written consent of Lessor.
  
       "Franchise Finance" means Franchise Finance Corporation
  of America, a Delaware corporation, and its successors.
  
       "Franchisor" means the owner and holder of all of the
  rights and privileges relative to the franchise rights
  associated with a Franchisor Restaurant, including, without
  limitation, all trade secrets, tradenames and trademarks
  relative thereto.  
  
       "Franchisor Restaurant" means a regionally- or
  nationally recognized franchise restaurant.
  
       "Governmental Authority" means any governmental
  authority, agency, department, commission, bureau, board,
  instrumentality, court or quasi-governmental authority of
  the United States, the states where the Premises is located
  or any political subdivision thereof.
   
       "Guarantor" means Giant Industries, Inc., a Delaware
  corporation, and its successor.
  
       "Guaranty" means that certain unconditional guaranty of
  payment and performance dated as of the date of this Lease
  executed by Guarantor.
  
       "Hazardous Materials" means (i) any toxic substance or
  hazardous waste, substance, solid waste or related material,
  or any pollutant or contaminant; (ii) radon gas, asbestos in
  any form which is or could become friable, urea formaldehyde
  foam insulation, transformers or other equipment which
  contains dielectric fluid containing levels of
  polychlorinated biphenyls in excess of federal, state or
  local safety guidelines, whichever are more stringent, or
  any petroleum product; (iii) any substance, gas, material or
  chemical which is or may be defined as or included in the
  definition of "hazardous substances," "toxic substances,"
  "hazardous materials," hazardous wastes" or words of similar
  import under any Environmental Laws; and (iv) any other
  chemical, material, gas or substance the exposure to or
  release of which is or may be prohibited, limited or
  regulated by any Governmental Authority or
  quasi-governmental entity or authority that asserts or may
  assert jurisdiction over the Premises or the operations or
  activity at the Premises, or any chemical, material, gas or
  substance that does or may pose a hazard to the health
  and/or safety of the occupants of the Premises or the owners
  and/or occupants of property adjacent to or surrounding the
  Premises.
  
       "Indemnified Parties" means Lessor and the directors,
  officers, shareholders, partners, members, employees,
  agents, servants, representatives, contractors,
  subcontractors, affiliates, subsidiaries, participants,
  successors and assigns of Lessor, including, but not limited
  to, any successors by merger, consolidation or acquisition
  of all or a substantial portion of Lessor's assets and
  business.
  
       "Lease Term" shall have the meaning described in
  Section 3.
  
       "Lease Year" means the 12-month period commencing on
  January 1 and ending on December 31, and each successive
  calendar year thereafter.
  
       "Lessee Entities" means, collectively, Lessee and
  Guarantor and any Affiliate of Lessee or Guarantor.
  
       "Lessor Entities" means, individually or collectively,
  Lessor, Franchise Finance and any Affiliate of Lessor or
  Franchise Finance.
  
       "Losses" means any and all claims, suits, liabilities
  (including, without limitation, strict liabilities),
  actions, proceedings, obligations, debts, damages, losses,
  costs, expenses, diminutions in value, fines, penalties,
  charges, fees, expenses, judgments, awards, amounts paid in
  settlement and damages of whatever kind or nature
  (including, without limitation, attorneys' fees and other
  costs of defense).
  
       "Minimum Purchase Price" means $______________.
  
       "Other Agreements" means, collectively, all agreements
  (including, without limitation, any equipment loan
  agreement) and instruments between, among or by (1) any of
  the Lessee Entities, and, or for the benefit of, (2) any of
  the Lessor Entities, including, without limitation,
  promissory notes, guaranties and leases, but excluding this
  Lease.
  
       "Person" means any individual, corporation,
  partnership, limited liability company, trust,
  unincorporated organization, Governmental Authority or any
  other form of entity.
  
       "Premises" means the parcel or parcels of real estate
  legally described in Exhibit A attached hereto, all rights,
  privileges and appurtenances associated therewith, and all
  buildings, fixtures and other improvements now or hereafter
  located thereon (whether or not affixed to such real
  estate).
  
       "Regulated Substances" means "petroleum" and
  "petroleum-based substances" or any similar terms described
  or defined in any Environmental Laws and any applicable
  federal, state, county or local laws applicable to or
  regulating USTs.
  
       "Release" means any release, deposit, discharge,
  emission, leaking, spilling, seeping, migrating, injecting,
  pumping, pouring, emptying, escaping, dumping, disposing or
  other movement of Hazardous Materials or Regulated
  Substances.
  
       "Remediation" means any response, remedial, removal, or
  corrective action, any activity to cleanup, detoxify,
  decontaminate, contain or otherwise remediate any Hazardous
  Material or Regulated Substances, any actions to prevent,
  cure or mitigate any Release, any action to comply with any
  Environmental Laws or with any permits issued pursuant
  thereto, any inspection, investigation, study, monitoring,
  assessment, audit, sampling and testing, laboratory or other
  analysis, or any evaluation relating to any Hazardous
  Materials or Regulated Substances.
  
       "Sale and Lease Agreement" means the Sale and Lease
  Agreement dated of even date herewith by and among Lessor,
  as buyer, and Giant Industries Arizona, Inc., an Arizona
  corporation, and Giant Four Corners, Inc., an Arizona
  corporation, as sellers, relative to the sale and purchase
  of the Premises.  
  
       "Sublessee" means the lessee under the Sublease.  
  
       "Sublease" means a lease or sublease agreement between
  Lessee, as sublessor, and Sublessee relative to the
  subleasing of the Subleased Premises for the purposes
  specifically permitted under this Lease, which Sublease
  shall be subject, junior and subordinate at all times and
  for all purposes to the terms and provisions of this Lease.
  
       "Subleased Premises" means a portion of the Premises
  that is subleased to Sublessee pursuant to the Sublease for
  the purpose of operating a business involving the retail
  sales of food items (including a Franchisor Restaurant) or
  non-food items, provided that no portion of the Subleased
  Premises shall be operated by Sublessee as a gasoline
  station or combination convenience store and gasoline
  station without the prior written consent of Lessor.  The
  Subleased Premises shall not constitute a significant
  portion of the Premises.  
  
       "Threatened Release" means a substantial likelihood of
  a Release which requires action to prevent or mitigate
  damage to the soil, surface waters, groundwaters, land,
  stream sediments, surface or subsurface strata, ambient air
  or any other environmental medium comprising or surrounding
  the Premises which may result from such Release.
  
       "USTs" means any one or combination of tanks and
  associated piping systems used in connection with the
  storage, dispensing and general use of Regulated Substances.
  
       2.     Demise of Premises.  In consideration of the
  rentals and other sums to be paid by Lessee and of the other
  terms, covenants and conditions on Lessee's part to be kept
  and performed, Lessor hereby leases to Lessee, and Lessee
  hereby takes and hires, the Premises.
  
       3.     Lease Term.  The Lease Term shall commence as of
  the Effective Date and shall expire on the day that is
  fifteen (15) years after the Effective Date, unless
  terminated sooner as provided in this Lease and as may be
  extended for up to three (3) successive periods of five (5)
  years each, as set forth in Section 28 below.  The time
  period during which this Lease shall actually be in effect
  is referred to herein as the "Lease Term."
  
       4.     Rental and Other Payments.  A.  If the Effective
  Date is a date other than the first day of the month, Lessee
  shall pay Lessor on the Effective Date the Base Monthly
  Rental prorated on the basis of the ratio that the number of
  days from the Effective Date through the last day in the
  month containing the Effective Date bears to the number of
  days in such month.  Thereafter, on or before the first day
  of each succeeding calendar month, Lessee shall pay Lessor
  in advance the Base Monthly Rental.
  
       B.     Commencing on the first Adjustment Date and on
  each Adjustment Date thereafter, the Base Annual Rental
  shall increase by an amount equal to the product of (i) the
  Base Annual Rental then in effect, and (ii) Six Percent
  (6.0%), which increases shall be compounded.  The increased
  Base Annual Rental shall constitute the Base Annual Rental
  due and payable until the next Adjustment Date.
  
       C.     For any partial year between the commencement of
  the Lease Term and the beginning of the next Lease Year and
  the beginning of the last Lease Year and the end of the
  Lease Term, calculation of the Base Annual Rental shall be
  prorated on the basis of the ratio of the number of days in
  such partial year to 365.
  
       D.   All sums of money required to be paid by Lessee
  under this Lease which are not specifically referred to as
  rent ("Additional Rental") shall be considered rent although
  not specifically designated as such.  Lessor shall have the
  same remedies for nonpayment of Additional Rental as those
  provided herein for the nonpayment of Base Annual Rental.
  
       5.     Representations and Warranties of Lessor. 
  Lessor represents and warrants to Lessee as follows:
  
            A.     Organization, Authority and Status of
       Lessor.  (i) Lessor has been duly organized and is
       validly existing and in good standing under the laws
       of the State of Delaware.  All necessary corporate
       action has been taken to authorize the execution,
       delivery and performance by Lessor of this Lease and
       the other documents, instruments and agreements
       provided for herein.  Lessor is not a "foreign
       corporation"  as such term is defined in the Internal
       Revenue Code and the regulations promulgated
       thereunder.  Lessor's United States tax
       identification number is 86-0908599.
  
            (ii)     The person who has executed this Lease
       on behalf of Lessor is duly authorized so to do.
  
            B.     Enforceability.  This Lease constitutes
       the legal, valid and binding obligation of Lessor,
       enforceable against Lessor in accordance with its
       terms.
  
       6.     Representations and Warranties of Lessee.  The
  representations and warranties of Lessee contained in this
  Section are being made to induce Lessor to enter into this
  Lease and Lessor has relied, and will continue to rely, upon
  such representations and warranties.  Lessee represents and
  warrants to Lessor as follows:
  
            A.     Organization, Authority and Status of
       Lessee.  (i) Lessee has been duly incorporated, is
       validly existing and in good standing under the laws
       of its state of incorporation, and is qualified as a
       foreign corporation to do business in any
       jurisdiction where such qualification is required. 
       All necessary corporate action has been taken to
       authorize the execution, delivery and performance by
       Lessee of this Lease and of the other documents,
       instruments and agreements provided for herein. 
       Lessee is not a "foreign corporation", "foreign
       partnership", "foreign trust" or "foreign estate", as
       those terms are defined in the Internal Revenue Code
       and the regulations promulgated thereunder.  Lessee's
       United States tax identification number is correctly
       set forth on the signature page of this Lease.
  
            (ii)     The persons who have executed this
       Lease on behalf of Lessee are duly authorized to do
       so.
  
            B.     Enforceability.  This Lease constitutes
       the legal, valid and binding obligation of Lessee,
       enforceable against Lessee in accordance with its
       terms.
  
            C.     Litigation.  There are no suits, actions,
       proceedings or investigations pending, or, to the
       best of its knowledge, threatened against or
       involving Lessee before any court, arbitrator, or
       administrative or governmental body which might
       reasonably result in any material adverse change in
       the contemplated business, condition, worth or
       operations of Lessee or the Premises.
  
            D.     Absence of Breaches or Defaults.  Lessee
       is not, and the execution, delivery and performance
       of this Lease and the documents, instruments and
       agreements provided for herein will not result, in
       any breach of or default under any other document,
       instrument or agreement to which Lessee is a party or
       by which Lessee, the Premises or any of Lessee's
       property is subject or bound.
  
            E.     Franchisor Provisions.  In the event
       Lessee shall use a portion of the Premises for the
       operation of a Franchisor Restaurant, Lessee has (as
       of the Effective Date) entered into a franchise,
       license and/or area development agreement with the
       Franchisor associated with such Franchisor Restaurant
       for conduct of the business at the Premises.  Such
       franchise, license and/or area development agreement
       is valid, binding and in full force and effect,
       permits Lessee to operate a Franchisor Restaurant on
       a portion of the Premises.  
  
            F.     Licenses and Permits.  Lessee has
       obtained (or caused to be obtained) all required
       licenses and permits, both governmental and private,
       to use and operate the Premises in the intended
       manner, where the failure to so obtain such licenses
       and permits might reasonably be expected to result in
       a material adverse effect on Lessee or on the
       Premises or on the business, operations, assets or
       condition of the Premises.
  
            G.     Financial Condition; Information Provided
       to Lessor.  The financial statements, all financial
       data and all other documents and information
       heretofore delivered to Lessor by or with respect to
       Lessee, Guarantor and/or the Premises in connection
       with this Lease and/or relating to Lessee, Guarantor
       and/or the Premises are true, correct and complete in
       all material respects, and there have been no
       amendments to such financial statements, financial
       data and other documents and information since the
       date such financial statements, financial data,
       documents and other information were prepared or
       delivered to Lessor, and no material adverse change
       has occurred to any such financial statements,
       financial data, documents and other information not
       disclosed in writing to Lessor.  
  
            H.     True Lease.  Lessee intends for this
       Lease to be a "true lease" and not a financing lease,
       capital lease, mortgage, equitable mortgage, deed of
       trust, trust agreement, security agreement or other
       financing or trust arrangement, and the economic
       realities of this Lease are those of a true lease. 
       The term of this Lease, including any term extensions
       provided for in this Lease, is less than the
       remaining economic life of the Premises.  Lessee
       waives any claim or defense based upon the
       characterization of this Lease as anything other than
       a true lease, and Lessee stipulates and agrees not to
       challenge the validity, enforceability or
       characterization of the lease of the Premises as a
       true lease and further stipulates and agrees that
       nothing contained in this Lease creates or is
       intended to create a joint venture, partnership,
       equitable mortgage, trust, financing device or
       arrangement, security interest or the like.  Lessee
       shall support the intent of the parties that the
       lease of the Premises pursuant to this Lease is a
       true lease and does not create a joint venture,
       partnership, equitable mortgage, trust, financing
       device or arrangement, security interest or the like,
       if, and to the extent that, any challenge occurs.
  
            I.     No Leases.  Other than this Lease and, as
       applicable, the Sublease, there are no leases,
       subleases or use or occupancy agreements for the use
       or occupancy of the Premises or any portion thereof.  
  
       7.     Guaranty.  On or before the execution of this
  Lease, Lessee shall cause Guarantor to execute and deliver
  to Lessor the Guaranty. 
  
       8.     Rentals To Be Net to Lessor.  The Base Annual
  Rental payable hereunder shall be net to Lessor, so that
  this Lease shall yield to Lessor the rentals specified
  during the Lease Term, and that all costs, expenses and
  obligations of every kind and nature whatsoever relating to
  the Premises shall be performed and paid by Lessee.
  
       9.     Taxes and Assessments.  Lessee shall pay, prior
  to the earlier of delinquency or the accrual of interest on
  the unpaid balance, all taxes and assessments of every type
  or nature assessed against or imposed upon the Premises
  during the Lease Term which affect in any manner the net
  return realized by Lessor under this Lease, including
  without limitation, the following:
  
            A.     All taxes and assessments upon the
       Premises or any part thereof or and any personal
       property, trade fixtures or any improvements located
       on the Premises (including, without limitation, all
       sales, use, transaction privilege and excise taxes
       imposed as a result of the construction of the
       Improvements), whether belonging to Lessor or Lessee,
       or any tax or charge levied in lieu of such taxes and
       assessments (excluding, however, the income taxes of
       Lessor);
  
            B.     All taxes, charges, license fees and or
       similar fees imposed by reason of the use of the
       Premises by Lessee; and
  
            C.     All excise, transaction, privilege,
       license, sales, use and other taxes upon the rental
       or other payments hereunder, the leasehold estate of
       either party or the activities of either party
       pursuant to this Lease.
  
       All taxing authorities shall be instructed to send all
  tax and assessment invoices to Lessor.  After recording the
  information on such invoices, Lessor shall forward such
  invoices to Lessee for payment.  Within 30 days after each
  tax and assessment payment is required by this Section to be
  paid, Lessee shall provide Lessor with evidence satisfactory
  to Lessor that such payment was made in a timely fashion. 
  Lessee may in good faith seek a refund, rebate or abatement
  of any tax levied in connection with the Premises but only
  if Lessor has approved of the arrangements for paying such
  tax prior to it becoming a lien on the Premises.
  
       10.     Utilities.  Lessee shall contract, in its own
  name, for and pay when due all charges for the connection
  and use of water, gas, electricity, telephone, garbage
  collection, sewer use and other utility services supplied to
  the Premises during the Lease Term.  Under no circumstances
  shall Lessor be responsible for any interruption of any
  utility service.
  
       11.     Insurance.  Throughout the Lease Term, Lessee
  shall maintain at its sole expense the following types and
  amounts of insurance (which may be included under a blanket
  insurance policy if all the other terms hereof are
  satisfied), in addition to such other insurance as Lessor
  may reasonably require from time to time:
  
            A.     "All risks" property insurance against
       loss, damage or destruction by fire and other
       casualty, including theft, vandalism and malicious
       mischief, flood (if the Premises are in a location
       designated by the Federal Secretary of Housing and
       Urban Development as a flood hazard area), earthquake
       (if the Premises are in an area subject to
       destructive earthquakes within recorded history),
       boiler explosion (if there is any boiler upon the
       Premises), plate glass breakage, sprinkler damage (if
       the Premises have a sprinkler system), all matters
       covered by a standard extended coverage endorsement
       and such other risks as Lessor may reasonably
       require, insuring the Premises and all improvements
       thereon for not less than 100% of their full
       insurable replacement cost.
  
            B.     Comprehensive general liability and
       property damage insurance, including a products
       liability clause, covering Lessor, Franchise Finance
       and Lessee against bodily injury liability, property
       damage liability and automobile bodily injury and
       property damage liability, including without
       limitation any liability arising out of the
       ownership, maintenance, repair, condition or
       operation of the Premises or adjoining ways, streets
       or sidewalks and, if applicable, insurance covering
       Lessor, Franchise Finance and Lessee against
       liability arising from the sale of liquor, beer or
       wine on the Premises.  Such insurance policy or
       policies shall contain a broad form contractual
       liability endorsement under which the insurer agrees
       to insure Lessee's obligations under Section 18
       hereof to the extent insurable, and a "severability
       of interest" clause or endorsement which precludes
       the insurer from denying the claim of either Lessee,
       Franchise Finance or Lessor because of the negligence
       or other acts of the other, shall be in amounts of
       not less than $1,000,000.00 per injury and occurrence
       with respect to any insured liability, whether for
       personal injury or property damage, or such higher
       limits as Lessor may reasonably require from time to
       time, and shall be of form and substance satisfactory
       to Lessor.
  
            C.     State Worker's Compensation insurance in
       the statutorily mandated limits, employer's liability
       insurance with limits not less than $500,000 or such
       greater amount as Lessor may from time to time
       require and such other insurance as may be necessary
       to comply with applicable laws.
  
            D.     Business interruption insurance equal to
       100% of the Base Annual Rental then in effect for a
       period of not less than 12 months.
  
                      All insurance policies shall:
  
            (i)     Provide for a waiver of subrogation
            by the insurer as to claims against Lessor
            and Franchise Finance, their employees and
            agents;
  
            (ii)     Provide that such insurance cannot
            be unreasonably cancelled, invalidated or
            suspended on account of the conduct of
            Lessee, its officers, directors, employees or
            agents;
  
            (iii)     Provide that any "no other
            insurance" clause in the insurance policy
            shall exclude any policies of insurance
            maintained by Lessor or Franchise Finance and
            that the insurance policy shall not be
            brought into contribution with insurance
            maintained by Lessor or Franchise Finance;
  
            (iv)     Contain a standard without
            contribution mortgage clause endorsement in
            favor of any lender designated by Lessor and
            Franchise Finance;
  
            (v)     Provide that the policy of insurance
            shall not be terminated, cancelled or
            substantially modified without at least 30
            days' prior written notice to Lessor and
            Franchise Finance and to any lender covered
            by any standard mortgage clause endorsement;
  
            (vi)     Provide that the insurer shall not
            have the option to restore the Premises if
            Lessor elects to terminate this Lease in
            accordance with the terms hereof; and
  
            (vii)     Be issued by insurance companies
            licensed to do business in the state in which
            the Premises is located and which are rated
            A:VI or better by Best's Insurance Guide or
            are otherwise approved by Lessor.
  
       It is expressly understood and agreed that the
  foregoing minimum limits of insurance coverage shall not
  limit the liability of Lessee for its acts or omissions as
  provided in this Lease.  All insurance policies (with the
  exception of worker's compensation insurance to the extent
  not available under statutory law) shall designate Lessor
  and Franchise Finance and any mortgagee of Lessor and
  Franchise Finance as additional insureds as their interests
  may appear and shall be payable as set forth in Section 20
  hereof.  All such policies shall be written as primary
  policies, with deductibles not to exceed 10% of the amount
  of coverage.  Any other policies, including any policy now
  or hereafter carried by Lessor or Franchise Finance, shall
  serve as excess coverage.  Lessee shall procure policies for
  all insurance for periods of not less than one year and
  shall provide to Lessor and Franchise Finance and any lender
  designated by Lessor and Franchise Finance certificates of
  insurance or, upon Lessor's request, duplicate originals of
  insurance policies evidencing that insurance satisfying the
  requirements of this Lease is in effect at all times.
  
       12.     Tax and Insurance Impound.  Upon the occurrence
  of a default under this Lease by Lessee, Lessor may require
  Lessee to pay to Lessor sums which will provide an impound
  account (which shall not be deemed a trust fund) for paying
  up to the next one year of taxes, assessments and/or
  insurance premiums.  Upon such requirement, Lessor will
  estimate the amounts needed for such purposes and will
  notify Lessee to pay the same to Lessor in equal monthly
  installments, as nearly as practicable, in addition to all
  other sums due under this Lease.  Should additional funds be
  required at any time, Lessee shall pay the same to Lessor on
  demand.  Lessee shall advise Lessor of all taxes and
  insurance bills which are due and shall cooperate fully with
  Lessor in assuring that the same are paid.  Lessor may
  deposit all impounded funds in accounts insured by any
  Federal or State agency and may commingle such funds with
  other funds and accounts of Lessor.  Interest or other gains
  from such funds, if any, shall be the sole property of
  Lessor.  In the event of any default by Lessee, Lessor may
  apply all impounded funds against any sums due from Lessee
  to Lessor.  Lessor shall give to Lessee an annual accounting
  showing all credits and debits to and from such impounded
  funds received from Lessee.
  
            In the event Lessee is required under this Section
  12 to pay impounds to Lessor, and provided no default shall
  have occurred under this Lease (other than the default
  hereunder that gave rise to Lessee's duty to pay impounds to
  Lessor under this Section 12, which default Lessee shall
  cure in the exercise of reasonably diligent good faith
  efforts), and subject to Lessor's unconditional right to
  apply all impounded funds against any sums due from Lessee
  to Lessor under this Lease and further subject to Lessee's
  duty (under the terms of Section 12 hereof) to pay such
  additional funds as may be required at any time by Lessor,
  Lessee shall not be deemed to be in default under this Lease
  and Lessee shall not be responsible for payment of fines,
  penalties or late charges assessed for Lessor's failure to
  pay taxes, assessments and/or insurance premiums in a timely
  manner.  
  
       13.     Payment of Rental and Other Sums.  All rental
  and other sums which Lessee is required to pay hereunder
  shall be the unconditional obligation of Lessee and shall be
  payable in full when due without any setoff, abatement,
  deferment, deduction or counterclaim whatsoever.  Upon
  execution of this Lease, Lessee shall establish arrangements
  whereby payments of the Base Monthly Rental and impound
  payments, if any, are transferred by wire or other means
  directly from Lessee's bank account to such account as
  Lessor may designate.  Any delinquent payment (that is, any
  payment not made within five calendar days after the date
  when due) shall, in addition to any other remedy of Lessor,
  incur a late charge of 10% (which late charge is intended to
  compensate Lessor for the cost of handling and processing
  such delinquent payment and should not be considered
  interest) and bear interest at the rate of 18% per annum,
  which interest rate shall accrue from the date such payment
  was due, but in no event shall Lessee be obligated to pay a
  sum of late charge and interest higher than the maximum
  legal rate then in effect (the "Default Rate").
  
       14.     Use.  A.  Lessee shall use the Premises solely
  for the operation of either a gasoline station or a
  combination convenience store and gasoline station operated
  under the Giant, Mustang, Conoco, Conoco Express, Thriftway,
  Plateau, Gasman or Gasamat brands or a nationally recognized
  oil brand or another brand approved by Lessor, and Lessee
  may (upon prior written notice to Lessor) use a portion of
  the Premises for the operation of a Franchisor Restaurant in
  accordance with the terms of a franchise, license and/or
  area development agreement between Lessee and the Franchisor
  associated with such Franchisor Restaurant, and for no other
  purpose. Lessee may (upon prior written notice to Lessor)
  sublease to Sublessee pursuant to the Sublease the Subleased
  Premises for the purpose of operating a business involving
  the retail sales of food items (including a Franchisor
  Restaurant) or non-food items, provided that no portion of
  the Premises, the Facility or the Subleased Premises shall
  be operated by Sublessee as a gasoline station or
  combination convenience store and gasoline station (and
  further provided that the Subleased Premises shall not
  constitute a significant portion of the Premises, which
  determination shall be made by Lessor in Lessor's reasonable
  judgment) without the prior written consent of Lessor, which
  consent shall not be unreasonably withheld.  Lessee shall
  occupy the Premises promptly following the Effective Date
  and, except as set forth below, Lessee shall at all times
  during the Lease Term diligently operate its business on the
  Premises.  Lessee may cease diligent operation of business
  for a period not to exceed 90 days and may do so only once
  within any five-year period during the Lease Term.  If
  Lessee does discontinue operation pursuant to this Section,
  or, as applicable, if Sublessee discontinues operation at
  the Subleased Premises, Lessee shall (i) give written notice
  to Lessor 60 days prior to the day Lessee or, as applicable,
  Sublessee, ceases operation, (ii) provide adequate
  protection and maintenance of the Premises (including, as
  applicable, the Subleased Premises) during any period of
  vacancy and (iii) pay all costs necessary to restore the
  Premises (including, as applicable, the Subleased Premises)
  to their condition on the day operation of the business
  ceased at such time as the Premises (including, as
  applicable, the Subleased Premises) is reopened for Lessee's
  or, as applicable, Sublessee's, business operations or other
  substituted use approved by Lessor as contemplated below. 
  Notwithstanding anything herein to the contrary, Lessee
  shall continue to pay Base Annual Rental and Base Monthly
  Rental during any period in which Lessee or, as applicable,
  Sublessee, discontinues operation as provided in this Lease.
  
       B. Lessee shall not, by itself or through any
  assignment, sublease or other type of transfer, convert the
  Premises to an alternative use during the Lease Term without
  Lessor's consent, which consent shall not be unreasonably
  withheld.  Lessor may consider any or all of the following
  in determining whether to grant its consent, without being
  deemed to be unreasonable: (i) whether the rental paid to
  Lessor would be equal to or greater than the anticipated
  rental assuming continued existing use, (ii) whether the
  proposed rental to be paid to Lessor is reasonable
  considering the converted use of the Premises and the
  customary rental prevailing in the community for such use,
  (iii) whether the converted use will be consistent with the
  highest and best use of the Premises, and (iv) whether the
  converted use will increase Lessor's risks or decrease the
  value of the Premises.
  
       15.     Compliance with Laws, Restrictions, Covenants
  and Encumbrances.  A. Lessee's use and occupancy of the
  Premises and, to the extent applicable, Sublessee's use and
  occupancy of the Subleased Premises, and the condition
  thereof, shall, at Lessee's sole cost and expense, comply
  fully with (i) all applicable statutes, regulations, rules,
  ordinances, codes, licenses, permits, orders and approvals
  of any governmental agencies, departments, commissions,
  bureaus, boards or instrumentalities of the United States,
  the state in which the Premises are located and all
  political subdivisions thereof, including, without
  limitation, all health, building, fire, safety and other
  codes, ordinances and requirements and all applicable
  standards of the National Board of Fire Underwriters, and
  (ii) all restrictions, covenants and encumbrances of record
  with respect to the Premises.
  
       B.     Lessee will not permit any act or condition to
  exist on or about the Premises which will increase any
  insurance rate thereon, except when such acts are required
  in the normal course of its business and Lessee shall pay
  for such increase.
  
       C.     Without limiting the generality of the other
  provisions of this Section, Lessee agrees that it shall be
  responsible for complying in all respects with the Americans
  with Disabilities Act of 1990, as such act may be amended
  from time to time, and all regulations promulgated
  thereunder (collectively, the "ADA"), as it affects the
  Premises, including, but not limited to, making such
  "readily achievable" changes to remove any architectural or
  communications barriers, and providing auxiliary aides and
  services within the Premises as may be required by the ADA. 
  Lessee further agrees that any and all alterations made to
  the Premises during the Lease Term will comply with the
  requirements of the ADA.  All plans for alterations which
  must be submitted to Lessor under the provisions of
  Section 17 must include a statement from a licensed
  Architect or Engineer certifying that they have reviewed the
  plans, and that the plans comply with all applicable
  provisions of the ADA.  Any subsequent approval or consent
  to the plans by the Lessor shall not be deemed to be a
  representation of Lessor's part that the plans comply with
  the ADA, which obligation shall remain with Lessee.  Lessee
  agrees that it will defend, indemnify and hold harmless
  Lessor and Lessor's shareholders, directors, officers,
  agents, attorneys and employees from and against any and all
  claims, demands, causes of action, suits, proceedings,
  liabilities, damages (including consequential and punitive
  damages), losses, costs and expenses, including attorneys'
  fees, caused by, incurred or resulting from Lessee's failure
  to comply with its obligations under this Section.
  
       D.     To the best of Lessee's knowledge, the Premises
  and Lessee and, to the extent applicable, Sublessee are not
  in violation of or subject to any existing, pending or
  threatened investigation or inquiry by any Governmental
  Authority or to any remedial obligations under any
  Environmental Laws, and this representation and warranty
  would continue to be true and correct following disclosure
  to the applicable Governmental Authority of all relevant
  facts, conditions and circumstances, if any, pertaining to
  the Premises.  If any such investigation or inquiry is
  subsequently initiated, Lessee will promptly notify Lessor.
  
       E.     Lessee has not obtained and is not required to
  obtain any permits, licenses or similar authorizations to
  construct, occupy, operate or use any buildings,
  improvements, fixtures and equipment forming a part of the
  Premises by reason of any Environmental Laws, except as
  disclosed in writing to Lessor prior to the Effective Date.
  
       F.     Lessee has taken all reasonable steps to
  determine and has determined to its reasonable satisfaction
  that (i) no Hazardous Materials or Regulated Substances have
  been disposed of or otherwise Released on or about the
  Premises, (ii) the Premises does not contain Hazardous
  Materials or Regulated Substances, except in De Minimis
  Amounts; the Premises does not contain any USTs, except in
  full compliance with all applicable laws, including, without
  limitation, all Environmental Laws; (iii) there is no
  Threatened Release; (iv) there is no past or present non-
  compliance with Environmental Laws, or with permits issued
  pursuant thereto, in connection with the Premises; (v)
  Lessee does not know of, and has not received, any written
  or oral notice or other communication from any person or
  entity (including but not limited to a governmental entity)
  relating to Hazardous Materials, Regulated Substances or
  USTs or Remediation thereof, of possible liability of any
  person or entity pursuant to any Environmental Law, other
  environmental conditions in connection with the Premises, or
  any actual or potential administrative or judicial
  proceedings in connection with any of the foregoing;  and
  (vi) Lessee has truthfully and fully provided to Lessor, in
  writing, any and all information relating to environmental
  conditions in, on, under or from the Premises that is known
  to Lessee and that is contained in Lessee's files and
  records, including but not limited to any reports relating
  to Hazardous Materials, Regulated Substances or USTs in, on,
  under or from the Premises.
  
       G.     (1)  Lessee covenants and agrees that:  
  
            (i) all uses and operations on or of the
       Premises, whether by Lessee or any other person or
       entity, shall be in compliance with all Environmental
       Laws and permits issued pursuant thereto; 
  
            (ii) any Release or Threatened Release in, on,
       under or from the Premises will be cured or corrected
       by Lessee by Remediation and remediated by Lessee in
       compliance with all applicable laws, including,
       without limitation, all Environmental Laws, within 30
       days of Lessee learning of, or discovering, such
       Release or Threatened Release (provided that if such
       cure, correction or remediation cannot reasonably be
       cured within such 30-day period, and further provided
       (A) such Release or Threatened Release does not place
       any rights or property of Lessor in immediate
       jeopardy, and (B) Lessee is diligently pursuing a
       cure, correction and/or remediation, all as
       determined by Lessor in its reasonable discretion,
       then Lessee shall have such additional reasonable
       period of time to cure, correct or remediate such
       Release or Threatened Release, which additional
       period of time shall in no event exceed 90 days after
       Lessee learns of, or discovers, such Release or
       Threatened Release); 
  
            (iii) there shall be no Hazardous Materials or
       Regulated Substances in, on, or under the Premises,
       except in De Minimis Amounts, and there shall be no
       USTs in, on or under the Premises, except in full
       compliance with all applicable laws, including,
       without limitation, all Environmental Laws; 
  
            (iv) Lessee shall keep the Premises free and
       clear of all liens and other encumbrances imposed
       pursuant to any Environmental Law, whether due to any
       act or omission of Lessee or any other person or
       entity (the "Environmental Liens"); 
  
            (v) Lessee shall, at its sole cost and expense,
       fully and expeditiously cooperate in all activities
       pursuant to this Section 15, including but not
       limited to providing all relevant information and
       making knowledgeable persons available for
       interviews; 
  
            (vi) Lessee shall, at its sole cost and expense,
       perform any environmental site assessment or other
       investigation of environmental conditions in
       connection with the Premises, pursuant to any
       reasonable written request of Lessor (including but
       not limited to sampling, testing and analysis of
       soil, water, air, building materials and other
       materials and substances whether solid, liquid or
       gas) in the event that: 
  
                 (A) Lessor shall have a
            reasonable basis for believing
            that (aa) a Release may have
            occurred in, on or under the
            Premises, or (bb) a Threatened
            Release may occur, or (cc)
            Lessee or the Premises may be
            in violation of any
            Environmental Laws, or 
  
                 (B) an Event of Default
            shall have occurred hereunder
            (after the expiration of any
            applicable cure or grace
            period), or 
  
                 (C) Lessor shall require
            such environmental site
            assessment or other
            investigation during the last
            two (2) Lease Years of the
            Lease Term, or any portion
            thereof, in connection with
            Lessor's efforts to obtain an
            extension of the term of the
            insurance coverage provided by
            the Environmental Policy, or 
  
                 (D) any third party
            requires or requests such
            environmental site assessment
            or other investigation,
            including, without limitation,
            any Governmental Authority,
            court of competent
            jurisdiction, Environmental
            Insurer, investor involved in
            any sale, disposition,
            transfer or assignment of the
            Premises or this Lease by
            Lessor, any rating agency
            and/or any of Lessor's
            lenders, investment bankers,
            or analysts relating to the
            status as a real estate
            investment trust of any of the
            Lessor Entities.
  
  Lessee shall share with Lessor (and Environmental Insurer if
  requested by Lessor) the reports and other results from any
  such environmental site assessment or other investigation,
  and Lessor and other Indemnified Parties (including
  Environmental Insurer) shall be entitled to rely on such
  reports and other results therefrom. 
  
            (vii) Lessee shall, at its sole cost and
       expense, comply with all reasonable written requests
       of Lessor to (1) reasonably effectuate Remediation of
       any condition (including but not limited to a Release
       or Threatened Release) in, on, under or from the
       Premises, provided Lessor shall have a reasonable
       basis for believing that a Release may have occurred
       in, on or under the Premises or if Lessor shall have
       a reasonable basis to believe that Remediation of any
       condition is required by applicable law, including,
       without limitation, Environmental Laws or that a
       Threatened Release may occur or that Lessee or the
       Premises may be in violation of any Environmental
       Laws; (2) comply with any Environmental Law; (3)
       comply with any directive from any Governmental
       Authority; and (4) take any other reasonable action
       necessary or appropriate for protection of human
       health or the environment; 
  
            (viii) Lessee shall not do or allow any tenant
       or other user of the Premises to do any act that
       materially increases the dangers to human health or
       the environment, poses an unreasonable risk of harm
       to any person or entity (whether on or off the
       Premises), impairs or may impair the value of the
       Premises, is contrary to any requirement of any
       insurer, constitutes a public or private nuisance,
       constitutes waste, or violates any covenant,
       condition, agreement or easement applicable to the
       Premises; and 
  
            (ix) Lessee shall, immediately upon learning of
       or discovering the existence or occurrence of any of
       the following matters or events, notify Lessor in
       writing of (A) any Releases or Threatened Releases
       in, on, under, from or migrating towards the
       Premises; (B) any non-compliance with any
       Environmental Laws related in any way to the
       Premises; (C) any actual or potential Environmental
       Lien; (D) any required or proposed Remediation of
       environmental conditions relating to the Premises;
       and (E) any written or oral notice or other
       communication which Lessee becomes aware from any
       source whatsoever (including but not limited to a
       governmental entity) relating in any way to Hazardous
       Materials, Regulated Substances or USTs or
       Remediation thereof, possible liability of any person
       or entity pursuant to any Environmental Law, other
       environmental conditions in connection with the
       Premises, or any actual or potential administrative
       or judicial proceedings in connection with anything
       referred to in this Section.
  
       (2) In all circumstances other than the circumstances
  set forth in the preceding subparagraph 15.G(1), Lessor and
  any other person or entity designated by Lessor, including
  but not limited to, any receiver, any representative of a
  governmental entity, and any environmental consultant, shall
  have the right, but not the obligation, to enter upon the
  Premises at all reasonable times and upon no less than
  twenty-four (24) hours prior written notice to Lessee
  (except in cases of emergencies, in which case no prior
  notice to Lessee is required) to assess any and all aspects
  of the environmental condition of the Premises and its use,
  including but not limited to conducting any environmental
  assessment or audit (the scope of which shall be determined
  in Lessor's sole and absolute discretion) and taking samples
  of soil, groundwater or other water, air, or building
  materials, and conducting other invasive testing.  Lessee
  shall cooperate with and provide access to Lessor and any
  person or entity designated by Lessor.  Any such assessment
  or investigation performed pursuant to this subparagraph
  15.G(2) shall be at Lessor's sole cost and expense, and
  Lessor shall use good faith reasonable efforts to minimize
  the impact of such assessments and investigations on
  Lessee's business activities at the Premises.  
  
       H.     Lessee shall, at its sole cost and expense,
  protect, defend, indemnify, release and hold harmless the
  Indemnified Parties from and against any and all Losses
  (excluding Losses arising out of Lessor's gross negligence
  or wilful misconduct) and costs of Remediation (whether or
  not performed voluntarily), engineers' fees, environmental
  consultants' fees, and costs of investigation (including but
  not limited to sampling, testing, and analysis of soil,
  water, air, building materials and other materials and
  substances whether solid, liquid or gas) imposed upon or
  incurred by or asserted against any Indemnified Parties, and
  directly or indirectly arising out of or in any way relating
  to any one or more of the following: (i) any presence of any
  Hazardous Materials, Regulated Substances or USTs in, on,
  above, or under the Premises; (ii) any past, present or
  threatened Release in, on, above, under or from the
  Premises; (iii) any activity by Lessee, any person or entity
  affiliated with Lessee or any tenant or other user of the
  Premises in connection with any actual, proposed or
  threatened use, treatment, storage, holding, existence,
  disposition or other Release, generation, production,
  manufacturing, processing, refining, control, management,
  abatement, removal, handling, transfer or transportation to
  or from the Premises of any Hazardous Materials or Regulated
  Substances, or in connection with any actual, proposed or
  threatened use, treatment, storage, holding, existence,
  disposition or other Release, control, management,
  abatement, removal, handling, transfer or transportation to
  or from the Premises of any USTs at any time located in,
  under, on or above the Premises; (iv) any activity by
  Lessee, any person or entity affiliated with Lessee or any
  tenant or other user of the Premises in connection with any
  actual or proposed Remediation of any Hazardous Materials or
  Regulated Substances at any time located in, under, on or
  above the Premises, whether or not such Remediation is
  voluntary or pursuant to court or administrative order,
  including but not limited to any removal, remedial or
  corrective action; (v) any past, present or threatened non-
  compliance or violations of any Environmental Laws (or
  permits issued pursuant to any Environmental Law) in
  connection with the Premises or operations thereon,
  including but not limited to any failure by Lessee, any
  person or entity affiliated with Lessee or any tenant or
  other user of the Premises to comply with any order of any
  Governmental Authority in connection with any Environmental
  Laws; (vi) the imposition, recording or filing or the
  threatened imposition, recording or filing of any
  Environmental Lien encumbering the Premises; (vii) any
  administrative processes or proceedings or judicial
  proceedings in any way connected with any matter addressed
  in this Section; (viii) any past, present or threatened
  injury to, destruction of or loss of natural resources in
  any way connected with the Premises, including but not
  limited to costs to investigate and assess such injury,
  destruction or loss; (ix) any acts of Lessee or other users
  of the Premises in arranging for disposal or treatment, or
  arranging with a transporter for transport for disposal or
  treatment, of Hazardous Materials or Regulated Substances
  owned or possessed by such Lessee or other users, at any
  facility or incineration vessel owned or operated by another
  person or entity and containing such or similar Hazardous
  Materials or Regulated Substances; (x) any acts of Lessee or
  other users of the Premises, in accepting any Hazardous
  Materials or Regulated Substances for transport to disposal
  or treatment facilities, incineration vessels or sites
  selected by Lessee or such other users, from which there is
  a Release, or a threatened Release of any Hazardous Material
  or Regulated Substance which causes the incurrence of costs
  for Remediation; (xi) any personal injury, wrongful death,
  or property damage arising under any statutory or common law
  or tort law theory, including but not limited to damages
  assessed for the maintenance of a private or public nuisance
  or for the conducting of an abnormally dangerous activity on
  or near the Premises; and (xii) any misrepresentation or
  inaccuracy in any representation or warranty or material
  breach or failure to perform any covenants or other
  obligations pursuant to this Section.
  
       I.     At its sole cost and expense, Lessee shall have
  the Premises inspected as may be required by any
  Environmental Law for seepage, spillage and other
  environmental concerns.  Lessee shall maintain and monitor
  the USTs in accordance with all Environmental Laws.  Lessee
  shall provide Lessor with written certified results of all
  inspections performed on the Premises.  All costs and
  expenses associated with the inspection, preparation and
  certification of results, as well as those associated with
  any corrective action, shall be paid by Lessee.  All
  inspections and tests performed on the Premises shall be in
  compliance with all Environmental Laws.
  
       J.     Lessee shall comply or cause the compliance with
  all applicable federal, state and local regulations and
  requirements regarding USTs including, without limitation,
  any of such regulations or requirements which impose
  (i) technical standards, including, without limitation,
  performance, leak prevention, leak detection, notification
  reporting and record keeping, (ii) corrective action with
  respect to confirmed and suspected Releases, and
  (iii) financial responsibility for the payment of costs of
  corrective action and compensation to third parties for
  injury and damage resulting from Releases.  Lessee shall
  immediately notify Lessor, in writing, of (i) any Release or
  Threatened Release, the presence on or under the Premises of
  any Hazardous Materials or Regulated Substances in violation
  of any applicable laws, including, without limitation, any
  Environmental Laws, or the escape, seepage, leakage,
  spillage, discharge, emission or release from any USTs on,
  above or under the Premises, of any Hazardous Materials or
  Regulated Substances, apparent or real and (ii) any and all
  enforcement, clean-up, remedial, removal or other
  governmental or regulatory actions threatened, instituted or
  completed pursuant to any of the Environmental Laws
  affecting the Premises.
  
       K.     Upon any such Release, escape, seepage, leakage,
  spillage, discharge, emission or release from any USTs on,
  above or under the Premises of any Hazardous Materials or
  Regulated Substances, Lessee shall immediately remedy such
  situation in accordance with all Environmental Laws and any
  request of Lessor.  Should Lessee fail to remedy or cause
  the remedy of such situation in accordance with all
  Environmental Laws, Lessor shall be permitted to take such
  actions in its sole discretion to remedy such situation and
  any reasonable costs and expenses incurred in connection
  therewith will be paid by Lessee.
  
       L.     The obligations of Lessee and the rights and
  remedies of Lessor set forth in this Section are independent
  from those of Lessee.  Furthermore, such obligations of
  Lessee and rights and remedies of Lessor shall survive the
  termination, expiration and/or release of this Lease.
  
       M.     In addition to the other requirements of this
  Section, Lessee shall, at all times throughout the Lease
  Term, comply, and cause Guarantor and, as applicable,
  Sublessee to comply, with all federal, state or local
  statutes, laws, rules, regulations, ordinances, codes,
  policies or rules of common law now or hereafter in effect
  and in each case, as amended, and any judicial or
  administrative interpretation thereof, including any
  judicial order, consent, decree or judgment, applicable to
  Lessee and Guarantor and, as applicable, Sublessee.
  
       16.     Condition of Premises; Maintenance.  Lessee has
  inspected, or had the opportunity to inspect, the Premises
  and hereby accepts the Premises "AS IS" and "WHERE IS" with
  no representation or warranty of Lessor as to the condition
  thereof.  The Premises shall be kept in good, clean,
  sanitary and working condition; and Lessee shall at all
  times at its own expense maintain, repair and replace, as
  necessary, the Premises, including all portions of the
  Premises, whether or not the Premises were in such condition
  on the Effective Date.
  
       17.     Waste; Alterations and Improvements.  Lessee
  shall not commit actual or constructive waste upon the
  Premises.  Lessee shall not alter (or permit to be altered)
  the exterior, structural, plumbing or electrical elements of
  the Premises in any manner without the consent of Lessor,
  which consent shall not be unreasonably withheld or
  conditioned; provided, however, Lessee may undertake
  nonstructural alterations to the Premises costing less than
  $100,000.00 without Lessor's consent.  If Lessor consents to
  the making of any such alterations, the same shall be made
  by Lessee at Lessee's sole expense by a licensed contractor
  and according to plans and specifications approved by Lessor
  and subject to such other conditions as Lessor shall
  require.  Any work at any time commenced by Lessee on the
  Premises shall be prosecuted diligently to completion, shall
  be of good workmanship and materials and shall comply fully
  with all the terms of this Lease.  Upon completion of any
  alterations, Lessee shall promptly provide Lessor with
  (i) evidence of full payment to all laborers and materialmen
  contributing to the alterations, (ii) an architect's
  certificate certifying the alterations to have been
  completed in conformity with the plans and specifications,
  (iii) a certificate of occupancy, and (iv) any other
  documents or information reasonably requested by Lessor. 
  Lessee shall execute and file or record, as appropriate, a
  "Notice of Non-Responsibility," or any equivalent notice
  permitted under applicable law in the state where the
  Premises is located.  Any addition to or alteration of the
  Premises shall be deemed a part of the Premises and belong
  to Lessor, and Lessee shall execute and deliver to Lessor
  such instruments as Lessor may require to evidence the
  ownership by Lessor of such addition or alteration.
   
       18.     Indemnification.  Except for the gross
  negligence or willful misconduct of Lessor, Lessee shall
  indemnify, protect, defend and hold harmless Lessor and
  Lessor's shareholders, directors, officers, lenders, agents,
  lenders, attorneys and employees from and against any and
  all claims, demands, causes of action, suits, proceedings,
  liabilities, damages (including consequential and punitive
  damages), losses, costs and expenses, including Lessor's
  attorneys' fees, caused by, incurred or resulting from its
  operations of or relating in any manner to the Premises,
  whether relating to their original design or construction,
  latent defects, alteration, maintenance, use by Lessee or
  any person thereon, supervision or otherwise, or from any
  breach of, default under or failure to perform any term or
  provision of this agreement by Lessee, its officers,
  employees, agents or other persons.  It is expressly
  understood and agreed that Lessee's obligations under this
  Section shall survive the expiration or earlier termination
  of this Lease for any reason.
  
       19.     Quiet Enjoyment.  So long as Lessee shall pay
  the rental and other sums herein provided and shall keep and
  perform all of the terms, covenants and conditions on its
  part herein contained, Lessee shall have, subject and
  subordinate to Lessor's rights herein, the right to the
  peaceful and quiet occupancy of the Premises.  
  
       20.     Condemnation or Destruction.  A.  In case of a
  taking of all or any part of the Premises or the
  commencement of any proceedings or negotiations which might
  result in a taking for any public or quasi-public purpose by
  any lawful power or authority by exercise of the right of
  condemnation or eminent domain or by agreement between
  Lessor, Lessee and those authorized to exercise such right
  ("Taking"), Lessee will promptly give written notice thereof
  to Lessor, generally describing the nature and extent of
  such Taking and including copies of any documents or notices
  received in connection therewith.
  
       B.     In case of a Taking of the whole of the
  Premises, other than for temporary use ("Total Taking"),
  this Lease shall terminate as of the date of such Total
  Taking and all rentals, sums of money and other charges
  provided to be paid by Lessee shall be apportioned and paid
  to the date of such Total Taking.  Total Taking shall
  include a taking of substantially all the Premises if, in
  the sole determination of Lessor, the remainder of the
  Premises is not useable and cannot be made useable for the
  purposes provided herein.  Lessor shall be entitled to
  receive the entire award or payment in connection with any
  taking of the Premises without deduction for any estate
  vested in Lessee by this Lease.  Lessee hereby expressly
  assigns to Lessor all of its right, title and interest in
  and to every such award or payment and agrees that Lessee
  shall not be entitled to any award or payment for the value
  of Lessee's leasehold interest in the Lease.  Lessee shall
  be entitled to claim and receive any award or payment from
  the condemning authority expressly granted for the taking of
  Lessee's personal property, the interruption of its business
  and moving expenses, but only if such claim or award does
  not adversely affect or interfere with the prosecution of
  Lessor's claim for the Taking.  Lessee shall promptly send
  Lessor copies of all correspondence and pleadings relating
  to any such claim.
  
       C.     In case of a temporary use of all or any part of
  the Premises by a Taking ("Temporary Taking"), this Lease
  shall remain in full force and effect without any reduction
  of Base Annual Rental, Additional Rental or any other sum
  payable hereunder.  Except as provided below, Lessee shall
  be entitled to the entire award for a Temporary Taking,
  whether paid by damages, rent or otherwise, unless the
  period of occupation and use by the condemning authorities
  shall extend beyond the date of expiration of this Lease, in
  which case the award made for such Taking shall be
  apportioned between Lessor and Lessee as of the date of such
  expiration.  At the termination of any such Temporary
  Taking, Lessee will, at its own cost and expense and
  pursuant to the terms of Section 17 above, promptly commence
  and complete the restoration of the Premises; provided,
  however, Lessee shall not be required to restore the
  Premises if the term of this Lease shall expire prior to, or
  within one year after, the date of termination of the
  Temporary Taking, and in such event Lessor shall be entitled
  to recover all damages and awards arising out of the failure
  of the condemning authority to repair and restore the
  Premises at the expiration of such Temporary Taking.
  
       D.     In the event of a Taking of less than all of the
  Premises for other than a temporary use ("Partial Taking")
  or of damage or destruction to all or any part of the
  Premises, all awards, compensation or damages shall be paid
  to Lessor, and Lessor shall have the option to (i) terminate
  this Lease by notifying Lessee within 60 days after Lessee
  gives Lessor notice of such damage or destruction or that
  title has vested in the taking authority or (ii) continue
  this Lease in effect, which election may be evidenced by
  either a notice from Lessor to Lessee or Lessor's failure to
  notify Lessee that Lessor has elected to terminate this
  Lease within such 60-day period.  Lessee shall have a period
  of 60 days after Lessor's notice that it has elected to
  terminate this Lease during which to elect to continue this
  Lease on the terms herein provided.  If Lessee does not
  elect to continue this Lease or shall fail during such
  60-day period to notify Lessor of Lessee's intent to
  continue this Lease, then this Lease shall terminate as of
  the last day of the month during which such period expired. 
  Lessee shall then immediately vacate and surrender the
  Premises, all obligations of either party hereunder shall
  cease as of the date of termination (provided, however,
  Lessee's obligations to Lessor under Section 18 and Lessee's
  obligations to pay Base Annual Rental, Additional Rental and
  all other sums (whether payable to Lessor or a third-party)
  accruing under this Lease prior to the date of termination
  shall survive such termination) and Lessor may retain all
  such awards, compensation or damages.  If Lessor elects not
  to terminate this Lease, or if Lessor elects to terminate
  this Lease but Lessee elects to continue this Lease, then
  this Lease shall continue in full force and effect on the
  following terms: (i) all Base Annual Rental, Additional
  Rental and other sums and obligations due under this Lease
  shall continue unabated, and (ii) Lessee shall promptly
  commence and diligently prosecute or caused to be commenced
  and diligently prosecuted restoration of the Premises to the
  same condition, as nearly as practicable, as prior to such
  partial condemnation, damage or destruction as approved by
  Lessor.  Lessor shall promptly make available in
  installments as restoration progresses an amount up to but
  not exceeding the amount of any award, compensation or
  damages received by Lessor, upon request of Lessee
  accompanied by evidence reasonably satisfactory to Lessor
  that such amount has been paid or is due and payable and is
  properly a part of such costs and that Lessee has complied
  with the terms of Section 17 above in connection with the
  restoration.  
  
       Lessor shall be entitled to keep any portion of such
  award, compensation or damages which may be in excess of the
  cost of restoration, less the costs and expenses of Lessor
  incurred in connection with such award, compensation or
  damages (the "Excess Award").  Lessee shall bear all
  additional costs, fees and expenses of such restoration in
  excess of the amount of any such award, compensation or
  damages.  Upon payment of the Excess Award, if any, to
  Lessor, Lessor and Lessee shall enter into an amendment to
  this Lease pursuant to which (a) the Minimum Purchase Price
  will be reduced by an amount equal to the Excess Award paid
  to Lessor, and (b) the Base Annual Rental then in effect
  shall be reduced by an amount equal to the product of the
  Excess Award paid to Lessor multiplied by 9.75%.  
  
       E.     Notwithstanding the foregoing, if at the time of
  any Taking or at any time thereafter Lessee shall be in
  default under this Lease and such default shall be
  continuing, Lessor is hereby authorized and empowered but
  shall not be obligated, in the name and on behalf of Lessee
  and otherwise, to file and prosecute Lessee's claim, if any,
  for an award on account of any Taking and to collect such
  award and apply the same, after deducting all costs, fees
  and expenses incident to the collection thereof, to the
  curing of such default and any other then existing default
  under this Lease.
  
       F.     Lessee hereby waives any and all rights, claims,
  counterclaims and defenses available to Lessee arising
  under, or pursuant to, Arizona Revised Statutes Section 33-
  343.  
  
       21.     Inspection.  Lessor and its authorized
  representatives shall have the right, at all reasonable
  times and upon giving no less than twenty-four (24) hours
  prior written notice to Lessee (except in cases of
  emergencies, in which case no prior notice to Lessee is
  required), to enter the Premises or any part thereof and
  inspect the same and make photographic or other evidence
  concerning Lessee's compliance with the terms of this Lease. 
  Lessor shall use good faith reasonable efforts to minimize
  the impact of such entry and inspections on Lessee's
  business activities at the Premises, and Lessee hereby
  waives any claim for damages for any injury or inconvenience
  to or interference with Lessee's business, any loss of
  occupancy or quiet enjoyment of the Premises and any other
  loss occasioned by such entry.  Lessee shall keep and
  maintain at the Premises or at Lessee's headquarter offices
  full, complete and appropriate books of account and records
  of Lessee's business activities relating to the Premises in
  accordance with generally accepted accounting principles
  consistently applied.  The books and records of Lessee shall
  at all reasonable times be open for inspection by Lessor,
  its auditors or other authorized representatives.  
  
       22.     Franchisor Requirements.  In the event Lessor
  approves the use of a portion of the Premises by Lessee for
  the operation of a Franchisor Restaurant, Lessee shall, in
  addition to the requirements set forth in this Lease, in its
  use, occupancy and maintenance of the Premises, comply with
  all requirements of its franchise, license and/or area
  development agreement with Franchisor.  Lessee hereby
  consents to Lessor providing information it obtains to
  Franchisor and to Lessor obtaining from Franchisor
  information which Franchisor receives relating to Lessee's
  operation of its business on the Premises.
  
       23.     Right of First Refusal.  A.   During the Lease
  Term, Lessee shall have the right of first refusal to
  purchase the Premises upon the terms and conditions set
  forth in this Section 23.  If at any time during the Lease
  Term, Lessor shall receive a bona fide offer from a third
  party for the purchase of the Premises (whether or not
  solicited by Lessor) and Lessor shall desire to accept such
  offer, Lessor shall notify Lessee of any such offer (the
  "Offering Notice") by notice to Lessee specifying the
  following terms and information:
  
  A.  the name and address of the third-party offeror,
  
  B.  the purchase price for the Premises,
  
  C.  the terms of any financing for the purchase,
  
  D.  the type of deed to be delivered by Lessor at the closing 
  (if such deed is other than a special warranty deed),
  
  E.  a list of any consensual mortgages, liens or encumbrances 
  placed on the Premises by Lessor that will not be discharged 
  and satisfied at the closing,
  
  F.  whether Lessor, as seller, or the purchaser is 
  responsible for payment of applicable transfer, documentary, 
  stamp, deed or other taxes payable in connection with the 
  proposed sale, 
  
  G.  a list of fees and expenses payable by the purchaser 
  in connection with the proposed sale, and
  
  H.  any other terms and conditions set forth in the 
  purchase agreement between Lessor and such third-party 
  offeror (the "Third-Party Purchase Agreement") that are 
  material to the sale of the Premises, as determined
  by Lessor in Lessor's reasonable discretion.
  
  Notwithstanding the foregoing, Lessee shall not have the
  right to exercise the right of first refusal or consummate
  the exercise thereof if at the time of exercise or
  consummation Lessee shall be in default of any of the terms
  and conditions of this Lease or if any condition shall exist
  which upon the giving of notice or the passage of time, or
  both, would constitute a default by Lessee under this Lease.
  
       B.     Lessee shall have fifteen (15) calendar days
  from the date of delivery of the Offering Notice to exercise
  its right of first refusal hereunder. Such right of first
  refusal shall be exercisable by Lessee notifying Lessor
  (within such 15-day period) of Lessee's election to purchase
  the Premises on the same terms and conditions as those set
  forth in the Offering Notice (the "Exercise Notice").  Time
  shall be of the essence with respect to Lessee's election
  and the giving of the Exercise Notice, and any failure to
  give Lessor the Exercise Notice within such 15-day period
  shall be deemed to be an election by Lessee to waive the
  rights granted to Lessee under this Section 23.  
  
       C.     Upon Lessee giving Lessor the Exercise Notice,
  Lessor and Lessee shall open an escrow account with a
  recognized title insurance or trust company selected by
  Lessor.  Such escrow shall be subject to the standard escrow
  instructions of the escrow agent, to the extent they are not
  inconsistent with the terms of this Section 23 or the terms
  of the Offering Notice.  At or before the close of escrow,
  Lessor shall deliver to the escrow agent its special
  warranty deed (or such other type of deed as is specified in
  the Offering Notice) conveying to Lessee all of Lessor's
  right, title and interest in the Premises, free and clear of
  all liens and encumbrances, except liens for taxes and
  assessments and easements, covenants and restrictions of
  record which were attached to the Premises as of the date
  hereof, attached during the Lease Term through Lessee's
  action or inaction, as the case may be, have been granted by
  Lessor in lieu of a taking by the power of eminent domain or
  the like, have been approved by Lessee, or which do not
  materially adversely affect the use of the Premises as a
  Facility or as otherwise specified in the Offering Notice. 
  In the event Lessor (in the exercise of Lessor's good faith
  reasonable efforts) is unable to convey title as required,
  Lessee agrees that Lessee's sole remedy or recourse shall be
  either (i) to accept such title as Lessor can convey, or
  (ii) to elect not to consummate its exercise of the right of
  first refusal, in which case the right of first refusal
  shall lapse and Lessor shall be entitled to sell and convey
  the Premises to the third-party offeror substantially on the
  terms set forth in the Offering Notice.  
  
       D.     Both Lessor and Lessee agree to execute a
  purchase agreement, escrow instructions and such other
  instruments as may be necessary or appropriate to consummate
  the sale of the Premises in the manner herein provided. 
  Unless otherwise specifically provided in the Offering
  Notice, the sale of the Premises to Lessee shall be an "AS
  IS" and "WHERE IS" sale, without any representations or
  warranties, express or implied, on the part of Lessor
  relative to the Premises and the condition of the Premises
  and the suitability of the Premises for any particular use
  or purpose, and with "ALL FAULTS" associated with the
  Premises.  
  
       E.     Notwithstanding any term or provision contained
  in the Third-Party Purchase Agreement to the contrary, the
  close of escrow of the sale of the Premises to Lessee shall
  occur no later than the date that is forty-five (45) days
  after Lessee gives Lessor the Exercise Notice.  At the close
  of escrow of the sale of the Premises to Lessee pursuant to
  Lessee's right of first refusal hereunder (i) this Lease
  shall terminate and Lessee shall receive a credit towards
  the purchase price in an amount equal to that portion of the
  Base Monthly Rental paid to Lessor prior to the date of the
  close of escrow that is attributable to the period of time
  after the close of escrow, and (ii) Lessee shall pay to the
  third-party offeror identified in the Offering Notice, in
  immediately available funds, an amount equal to such third-
  party's reasonable out-of-pocket costs and expenses incurred
  in connection with the proposed sale of the Premises to such
  third party, including, without limitation, its reasonable
  attorneys' fees. 
  
       F.     In the event Lessee waives or is deemed to have
  waived its right of first refusal to purchase the Premises,
  Lessor shall thereafter have the right to sell and convey
  the Premises to such third-party offeror on terms which are
  substantially similar to the terms set forth in the Offering
  Notice, and upon the consummation of such a sale, Lessee's
  right of first refusal shall cease to exist, and this
  Section 23 shall no longer be part of this Lease.  In the
  event Lessor shall not consummate such a sale to the third
  party offeror or shall desire to sell the Premises to
  another third-party offeror on terms not substantially
  similar to the terms set forth in the Offering Notice, then
  Lessee's right of first refusal shall remain in full force
  and effect for the remainder of the Lease Term, and Lessor
  shall be required to again offer the Premises to Lessee in
  accordance with this Section 23.  
  
       G.     Notwithstanding any provision or right contained
  in this Lease to the contrary, Lessee's right of first
  refusal shall not be applicable to any of the following
  events, sales, dispositions or transfers, whether occurring
  in one transaction or a series of transactions:
  
             (a)  any disposition, sale or other transfer of
  the Premises to any of the Lessor Entities;
  
             (b)  any disposition, sale or other transfer to
  the holder of a mortgage, lien or deed of trust covering
  Lessor's interest in the Premises, or any nominee of such
  holder, or any other person, firm, corporation, or other
  entity who or which shall acquire title to Lessor's interest
  in the Premises as a result of a foreclosure of such
  mortgage, lien or deed of trust or as a result of delivery
  of a deed in lieu of foreclosure;
  
             (c)  any disposition, sale or other transfer of
  Lessor's interest in the Premises, or any portion thereof,
  to any Governmental Authority or quasi-Governmental
  Authority exercising the right or power of eminent domain or
  condemnation, whether by reason of the exercise of such
  right of power or by reason of the delivery of a deed in
  lieu of eminent domain or condemnation;
  
             (d)  any change in the form of business entity
  or ownership of any of the Lessor Entities,  including, but
  not limited to, any change by merger or consolidation of any
  of the Lessor Entities, any acquisition, sale, disposition
  or other transfer of all or a substantial portion of the
  assets or business of any of the Lessor Entities, any sale,
  disposition, pledge, creation, issuance, repurchase,
  redemption, exchange or swap of common stock, preferred
  stock or other equity interests of any type or nature in any
  of the Lessor Entities, or any capitalization or
  recapitalization in any form of any of the Lessor Entities; 
  
             (e)  any disposition, sale or other transfer of
  the Premises in connection with a simultaneous disposition,
  sale or other transfer of other property or properties
  (which are not being leased to Lessee) by any of the Lessor
  Entities; and/or
  
             (f)  any disposition, sale, assignment or other
  transfer of the Premises by any of the Lessor Entities to a
  corporation, trust or other entity identified by any of the
  Lessor Entities, and the issuance of certificates or other
  instruments evidencing interests in pools of properties (of
  which the Premises forms all or a part), whether in
  connection with a permanent asset securitization or other
  financing or investment arrangement or a disposition, sale,
  assignment or other transfer of properties in anticipation
  of a permanent asset securitization or other financing or
  investment arrangement.
  
       24.     Default, Remedies and Measure of Damages.  A.
   Each of the following shall be deemed a material breach of
  this Lease and a default by Lessee:
  
            (i)     If any representation or warranty of
       Lessee herein was false in any material respect when
       made or, in the event that any such representation or
       warranty is continuing, becomes false in any material
       respect at any time, or if Lessee renders any
       statement or account that is false in any material
       respect;
  
            (ii)     If any rent or other monetary sum due
       hereunder is not paid within five days after the date
       when due;
  
            (iii)     If Lessee or Guarantor becomes
       insolvent within the meaning of the Code, files or
       notifies Lessor that it intends to file a petition
       under the Code, initiates a proceeding under any
       similar law or statute relating to bankruptcy,
       insolvency, reorganization, winding up or adjustment
       of debts (collectively, hereinafter, an "Action"),
       becomes the subject of either a petition under the
       Code or an Action, or is not generally paying its
       debts as the same become due;
  
            (iv)     If Lessee vacates or abandons the
       Premises;
  
            (v)     If Lessee fails to observe or perform
       any of the covenants, conditions, or obligations of
       this Lease;
  
            (vi)     If there is a breach, default or
       expiration of any franchise, license and/or area
       development agreement permitting Lessee to operate
       the Premises as a Franchisor Restaurant or if such
       franchise, license and/or area development agreement
       otherwise terminates or expires; 
  
            (vii)     If there is a breach or default under
       any of the Other Agreements; and/or
  
            (viii)     If a final, nonappealable judgment is
       rendered by a court against either Lessee or
       Guarantor which has a material adverse effect on the
       ability to conduct business at the Premises for its
       intended use, or which does not have a material
       adverse effect on the ability to conduct business at
       the Premises for its intended use but which is in the
       amount of $10,000,000.00 or more, and in either event
       is not discharged or provision made for such
       discharge within 60 days from the date of entry
       thereof.
  
       B.     If any default occurs pursuant to
  subsection A.(ii) above, Lessor shall not be entitled to
  exercise its remedies set forth in subsection D. below
  unless and until Lessor shall have given Lessee notice
  thereof and a period of five days from the delivery of such
  notice shall have elapsed without such default being cured.
  
       C.     If any such breach or default does not involve
  the payment of any rent or other monetary sum, is not
  willful or intentional, does not place any rights or
  property of Lessor in immediate jeopardy, and is within the
  reasonable power of Lessee to cure within 30 days after
  receipt of notice thereof, all as determined by Lessor in
  its reasonable discretion, then such event shall not
  constitute a default hereunder, unless and until Lessor
  shall have given Lessee notice thereof and a period of 30
  days shall have elapsed, during which period Lessee may
  correct or cure such event, upon failure of which a default
  shall be deemed to have occurred hereunder without further
  notice or demand of any kind.  If such nonmonetary breach or
  default cannot reasonably be cured within such 30-day
  period, as determined by Lessor in its reasonable
  discretion, and Lessee is diligently pursuing a cure of such
  breach or default, then Lessee shall have a reasonable
  period to cure such breach or default, which shall in no
  event exceed 90 days after receiving notice of the default
  from Lessor.
  
       D.     As a material inducement to Lessor executing
  this Lease, in the event of any breach or default, and with
  or without any notice or demand, except the notice prior to
  default required under certain circumstances by subsection
  B. above or such other notice as may be required by statute
  and cannot be waived by Lessee (all other notices being
  hereby waived), Lessor shall be entitled to exercise, at its
  option, concurrently, successively, or in any combination,
  all remedies available at law or in equity, including
  without limitation any one or more of the following:
  
            (i)     To terminate this Lease, whereupon
       Lessee's right to possession of the Premises shall
       cease and this Lease, except as to Lessee's
       liability, shall be terminated;
  
            (ii)     To reenter and take possession of the
       Premises, any or all personal property or fixtures of
       Lessee upon the Premises and, to the extent
       permissible, all franchises, licenses, distribution
       agreements, permits and other rights or privileges of
       Lessee pertaining to the use and operation of the
       Premises and to expel Lessee and those claiming under
       or through Lessee, without being deemed guilty in any
       manner of trespass or becoming liable for any loss or
       damage resulting therefrom, without resort to legal
       or judicial process, procedure or action.  No notice
       from Lessor hereunder or under a forcible entry and
       detainer statute or similar law shall constitute an
       election by Lessor to terminate this Lease unless
       such notice specifically so states.  If Lessee shall,
       after default, voluntarily give up possession of the
       Premises to Lessor, deliver to Lessor or its agents
       the keys to the Premises, or both, such actions shall
       be deemed to be in compliance with Lessor's rights
       and the acceptance thereof by Lessor or its agents
       shall not be deemed to constitute a termination of
       the Lease.  Lessor reserves the right following any
       reentry and/or reletting to exercise its right to
       terminate this Lease by giving Lessee written notice
       thereof, in which event this Lease will terminate as
       specified in said notice;
  
            (iii)     To seize all personal property or
       trade fixtures or fixtures upon the Premises which
       Lessee owns or in which it has an interest (subject,
       however, to the rights of any third party (other than
       any of the Lessee Entities) who owns, or has a prior
       security interest in, any such personal property), in
       which Lessor shall have a landlord's lien and/or
       security interest, and to dispose thereof in
       accordance with the laws prevailing at the time and
       place of such seizure or to remove all or any portion
       of such property and cause the same to be stored in a
       public warehouse or elsewhere at Lessee's sole
       expense, without becoming liable for any loss or
       damage resulting therefrom and without resorting to
       legal or judicial process, procedure or action; 
  
            (iv)     To bring an action against Lessee for
       any damages sustained by Lessor or any equitable
       relief available to Lessor;
  
            (v)     To relet the Premises or any part
       thereof for such term or terms (including a term
       which extends beyond the original term of this
       Lease), at such rentals and upon such other terms as
       Lessor, in its sole discretion, may determine, with
       all proceeds received from such reletting being
       applied to the rental and other sums due from Lessee
       in such order as Lessor, may, in it sole discretion,
       determine, which other sums include, without
       limitation, all reasonable repossession costs,
       brokerage commissions, reasonable attorneys' fees and
       expenses, employee expenses, and reasonable
       alteration, remodeling and repair costs and expenses
       of preparing for such reletting.  Except to the
       extent required by applicable law, Lessor shall have
       no obligation to relet the Premises or any part
       thereof and shall in no event be liable for refusal
       or failure to relet the Premises or any part thereof,
       or, in the event of any such reletting, for refusal
       or failure to collect any rent due upon such
       reletting, and no such refusal or failure shall
       operate to relieve Lessee of any liability under this
       Lease or otherwise to affect any such liability. 
       Lessor reserves the right following any reentry
       and/or reletting to exercise its right to terminate
       this Lease by giving Lessee written notice thereof,
       in which event this Lease will terminate as specified
       in said notice;
  
            (vi)     To accelerate and recover from Lessee
       all rent and other monetary sums due and owing and
       scheduled to become due and owing under the Lease
       both before and after the date of such breach for the
       entire original scheduled term of this Lease;
  
            (vii)     To recover from Lessee all reasonable
       costs and expenses, including attorneys' fees, court
       costs, expert witness fees, costs of tests and
       analyses, travel and accommodation expenses,
       deposition and trial transcripts, copies and other
       similar costs and fees, paid or incurred by Lessor as
       a result of such breach, regardless of whether or not
       legal proceedings are actually commenced;
  
            (viii)     To immediately or at any time
       thereafter, and with or without notice, at Lessor's
       sole option but without any obligation to do so,
       correct such breach or default and charge Lessee all
       reasonable costs and expenses incurred by Lessor
       therein.  Any sum or sums so paid by Lessor, together
       with interest at the then existing maximum legal
       rate, but not higher than 18% per annum, shall be
       deemed to be additional rent hereunder and shall be
       immediately due from Lessee to Lessor.  Any such acts
       by Lessor in correcting Lessee's breaches or defaults
       hereunder shall not be deemed to cure said breaches
       or defaults or constitute any waiver of Lessor's
       right to exercise any or all remedies set forth
       herein; 
  
            (ix)     To immediately or at any time
       thereafter, and with or without notice, except as
       required herein, set off any money of Lessee held by
       Lessor under this Lease against any sum owing by
       Lessee or Guarantor hereunder; and/or
  
            (x)     To enforce, and Lessee does hereby
       consent to such enforcement, notwithstanding the laws
       of the State to the contrary, all of Lessor's
       self-help remedies available at law or in equity
       without Lessor resorting to any legal or judicial
       process, procedure or action.
  
       25.     Mortgage, Subordination, Nondisturbance and
  Attornment.  A.  Lessor's interest in this Lease and/or the
  Premises shall not be subordinate to any encumbrances placed
  upon the Premises by or resulting from any act of Lessee,
  and nothing herein contained shall be construed to require
  such subordination by Lessor.  Lessee shall keep the
  Premises free from any liens for work performed, materials
  furnished or obligations incurred by Lessee.  NOTICE IS
  HEREBY GIVEN THAT LESSEE IS NOT AUTHORIZED TO PLACE OR ALLOW
  TO BE PLACED ANY LIEN, MORTGAGE, DEED OF TRUST OR
  ENCUMBRANCE OF ANY KIND UPON ALL OR ANY PART OF THE PREMISES
  OR LESSEE'S LEASEHOLD INTEREST THEREIN, AND ANY SUCH
  PURPORTED TRANSACTION SHALL BE VOID.  FURTHERMORE, ANY SUCH
  PURPORTED TRANSACTION SHALL BE DEEMED A TORTIOUS
  INTERFERENCE WITH LESSOR'S RELATIONSHIP WITH LESSEE AND
  LESSOR'S FEE OWNERSHIP OF THE PREMISES.
  
       B.  NOTWITHSTANDING THE PROVISIONS OF SECTION 25.A TO
  THE CONTRARY, LESSEE SHALL HAVE THE RIGHT (UPON PRIOR
  WRITTEN NOTICE TO LESSOR) TO ENCUMBER LESSEE'S INTEREST IN
  THIS LEASE, PROVIDED THAT THE FORM AND SUBSTANCE OF THE
  INSTRUMENT, PURSUANT TO WHICH LESSEE SHALL ENCUMBER LESSEE'S
  INTEREST IN THIS LEASE, IS APPROVED BY LESSOR, WHICH
  APPROVAL SHALL NOT BE UNREASONABLY WITHHELD.  
  
       C.  This Lease at all times shall automatically be
  subordinate to the lien of any and all ground leases,
  mortgages and trust deeds now or hereafter placed upon the
  Premises by Lessor, and Lessee covenants and agrees to
  execute and deliver, upon demand, such further instruments
  subordinating this Lease to the lien of any or all such
  ground leases, mortgages or trust deeds as shall be desired
  by Lessor, or any present or proposed mortgagees or trustees
  under trust deeds, upon the condition that Lessee shall have
  the right to remain in possession of the Premises under the
  terms of this Lease, notwithstanding any default in any or
  all such mortgages or trust deeds, or after foreclosure
  thereof, so long as Lessee is not in default under any of
  the covenants, conditions and agreements contained in this
  Lease.
  
       D.  If any mortgagee or trustee elects to have this
  Lease and the interest of Lessee hereunder be superior to
  any such interest or right and evidences such election by
  notice given to Lessee, then this Lease and the interest of
  Lessee hereunder shall be deemed superior to any such
  mortgage or trust deed, whether this Lease was executed
  before or after such mortgage or trust deed and in that
  event such mortgagee or trustee shall have the same rights
  with respect to this Lease as if it had been executed and
  delivered prior to the execution and delivery of the
  mortgage or trust deed and has been assigned to such
  mortgagee or trustee.
  
       E.  Although the foregoing provisions shall be
  self-operative and no future instrument of subordination
  shall be required, upon request by Lessor, Lessee shall
  execute and deliver whatever instruments may be required for
  such purposes, and in the event Lessee fails so to do within
  10 days after demand, Lessee does hereby make, constitute
  and irrevocably appoint Lessor as its agent and
  attorney-in-fact and in its name, place and stead so to do,
  which appointment shall be deemed "power coupled with an
  interest".  The preceding power of attorney is not affected
  by subsequent disability or incapacity of Lessee or lapse of
  time.
  
       F.  In the event any purchaser at a foreclosure sale
  acquires title to the Premises pursuant to the exercise of
  any remedy provided for in any mortgage or trust deed or
  otherwise, Lessee shall attorn to such purchaser and
  recognize such purchaser as Lessor under this Lease, which
  shall continue in full force and effect as a direct lease
  between such purchaser and Lessee.  The foregoing provision
  shall be self operative and effective without the execution
  of any further instruments.
  
       G.  Lessee shall give written notice to any lender of
  Lessor having a recorded lien upon the Premises or any part
  thereof of which Lessee has been notified of any breach or
  default by Lessor of any of its obligations under this Lease
  and give such lender at least 60 days beyond any notice
  period to which Lessor might be entitled to cure such
  default before Lessee may exercise any remedy with respect
  thereto.  Upon request by Lessor, Lessee shall also provide
  Lessee's most recent audited financial statements to Lessor
  or any such lender and certify the continuing accuracy of
  such financial statements in such manner as Lessor or such
  lender may request.
  
       26.     Estoppel Certificate.  A.  At any time, and
  from time to time, Lessee agrees, promptly and in no event
  later than 10 days after a request from Lessor, to execute,
  acknowledge and deliver to Lessor or any present or proposed
  mortgagee or purchaser designated by Lessor a certificate in
  the form supplied by Lessor, certifying: (i) that Lessee has
  accepted the Premises (or, if Lessee has not done so, that
  Lessee has not accepted the Premises, and specifying the
  reasons therefor); (ii) that this Lease is in full force and
  effect and has not been modified (or if modified, setting
  forth all modifications), or, if this Lease is not in full
  force and effect, the certificate shall so specify the
  reasons therefor; (iii) the commencement and expiration
  dates of the Lease Term and the terms of any extension
  options of Lessee; (iv) the date to which the rentals have
  been paid under this Lease and the amount thereof then
  payable; (v) whether there are then any existing defaults by
  Lessor in the performance of its obligations under this
  Lease, and, if there are any such defaults, specifying the
  nature and extent thereof; (vi) that no notice has been
  received by Lessee of any default under this Lease which has
  not been cured, except as to defaults specified in the
  certificate; (vii) the capacity of the person executing such
  certificate, and that such person is duly authorized to
  execute the same on behalf of Lessee; and (viii) any other
  information reasonably requested by Lessor, or its present
  or proposed purchaser or mortgagee.
  
       B.     If Lessee shall fail or refuse to sign a
  certificate in accordance with the provisions of this
  Section within 10 days following a request by Lessor, Lessee
  irrevocably constitutes and appoints Lessor as its
  attorney-in-fact to execute and deliver the certificate to
  any such third party, it being stipulated that such power of
  attorney is a "power coupled with an interest" and is
  irrevocable and binding.  The preceding power of attorney is
  not affected by subsequent disability or incapacity of
  Lessee or lapse of time.
  
       C.     At any time, and from time to time, Lessee
  agrees, promptly and in no event later than 15 days after a
  request from Lessor, to cause Sublessee (to the extent
  Lessee subleases the Subleased Premises to Sublessee
  pursuant to the Sublease) to execute, acknowledge and
  deliver to Lessor or any present or proposed mortgagee or
  purchaser designated by Lessor a certificate in the form
  supplied by Lessor, certifying: (i) that Sublessee has
  accepted the Subleased Premises (or, if Sublessee has not
  done so, that Sublessee has not accepted the Subleased
  Premises, and specifying the reasons therefor); (ii) that
  the Sublease is in full force and effect and has not been
  modified (or if modified, setting forth all modifications),
  or, if the Sublease is not in full force and effect, the
  certificate shall so specify the reasons therefor; (iii) the
  commencement and expiration dates of the term of the
  Sublease and the terms of any extension options of
  Sublessee; (iv) the date to which the rentals have been paid
  under the Sublease and the amount thereof then payable;
  (v) whether there are then any existing defaults by
  sublessor in the performance of its obligations under the
  Sublease, and, if there are any such defaults, specifying
  the nature and extent thereof; (vi) that no notice has been
  received by Sublessee of any default under the Sublease
  which has not been cured, except as to defaults specified in
  the certificate; (vii) the capacity of the person executing
  such certificate, and that such person is duly authorized to
  execute the same on behalf of Sublessee; and (viii) any
  other information reasonably requested by Lessor, or its
  present or proposed purchaser or mortgagee.
            
       27.     Assignment.  A.  Lessor shall have the right to
  sell or convey the Premises subject to this Lease or to
  assign its right, title and interest as Lessor under this
  Lease in whole or in part.  In the event of any such sale or
  assignment other than a security assignment, Lessee shall
  attorn to such purchaser or assignee and Lessor shall be
  relieved, from and after the date of such transfer or
  conveyance, of liability for the performance of any
  obligation of Lessor contained herein, except for
  obligations or liabilities accrued prior to such assignment
  or sale.
  
       B.  Lessee acknowledges that Lessor has relied both on
  the business experience and creditworthiness of Lessee and
  upon the particular purposes for which Lessee intends to use
  the Premises in entering into this Lease.  Lessee shall not,
  without the prior written consent of Lessor, which consent
  shall not be unreasonably withheld or delayed: (i) assign,
  transfer, convey, pledge, encumber or mortgage this Lease or
  any interest therein, whether by operation of law or
  otherwise (except that Lessee may assign Lessee's interest
  in this Lease to an Affiliate of Lessee without the consent
  of Lessor, provided that Lessee shall have notified Lessor
  in writing of such intended assignment prior to the date on
  which Lessee shall assign this Lease to Lessee's Affiliate,
  and provided Lessor with a copy of the documents, agreements
  and instruments pursuant to which Lessee shall assign its
  interest in this Lease.  In connection with any assignment
  of this Lease by Lessee to Lessee's Affiliate, Lessee shall
  transfer to such assignee all necessary licenses and
  franchises or distribution agreements to continue operating
  the Premises for the purposes herein provided.  At the time
  of any such assignment of this Lease by Lessee to Lessee's
  Affiliate, such assignee shall assume all of the duties and
  obligations of Lessee under this Lease pursuant to Lessor's
  standard form of assumption agreement.  No such assignment
  by Lessee to Lessee's Affiliate shall relieve Lessee of its
  duties and obligations respecting this Lease, and no such
  assignment by Lessee to Lessee's Affiliate shall relieve
  Guarantor of its obligations respecting the Guaranty);
  (ii) assign, transfer, convey, pledge or mortgage any
  interest in Lessee, whether by operation of law or
  otherwise, including, without limitation, dissolution of
  Lessee or, if Lessee is a corporation, a transfer (by one or
  more transactions) of a majority of the voting stock of
  Lessee, or if Lessee is a partnership, a transfer of the
  controlling interest in Lessee (including the admission of
  new partners or withdrawal of existing partners having a
  controlling interest), regardless of whether the transfer is
  made by one or more transactions, or whether one or more
  persons hold the controlling interest prior to the transfer
  or afterwards; or (iii) sublet all or any part of the
  Premises other than to Sublessee pursuant to the Sublease. 
  It is expressly agreed that Lessor may withhold or condition
  such consent based upon such matters as Lessor may in its
  reasonable discretion determine, including, without
  limitation, the experience and creditworthiness of the
  assignee, the assumption by the assignee of all of Lessee's
  obligations hereunder by undertakings enforceable by Lessor,
  payment to Lessor of any rentals owing under a sublease
  which are in excess of the rentals owing hereunder (after
  deducting from such excess an amount equal to the
  reasonable, actual costs and expenses incurred by Lessee in
  connection with such subletting, provided Lessee shall have
  provided Lessor with a reasonable description and amount of
  all such deductions), the transfer to such assignee of all
  necessary licenses and franchises or distribution agreements
  to continue operating the Premises for the purposes herein
  provided, receipt of such representations and warranties
  from such assignee as Lessor may request, including such
  matters as its organization, existence, good standing and
  finances and other matters, whether or not similar in kind. 
  At the time of any such assignment which is approved by
  Lessor, the assignee shall assume all of the obligations of
  Lessee under this Lease pursuant to Lessor's standard form
  of assumption agreement.  No such assignment or subletting
  shall relieve Lessee of its obligations respecting this
  Lease and no such assignment or subletting shall relieve
  Guarantor of its obligations respecting the Guaranty.  Any
  purported transfer, conveyance, pledge or mortgage in
  violation of this paragraph shall be voidable at the sole
  option of Lessor.  
  
       28.     Option To Extend.  Lessee, provided Lessee is
  not in default hereunder at the time of exercise or at the
  expiration of the Lease Term or, if applicable, the first
  and second extensions of the Lease, shall have the option to
  continue this Lease in effect for up to three (3) additional
  successive periods of five (5) years each in accordance with
  the terms and provisions of this Lease then in effect,
  including, without limitation, the terms and provisions of
  Subsection 4.B of this Lease relative to making periodic
  increases in Base Annual Rental.  Lessee shall exercise such
  extension option by giving notice to Lessor of Lessee's
  intention to do so not more than 270 days or less than 210
  days prior to the expiration of the Lease Term or, as
  applicable, the first and second extensions of the Lease
  Term.  
  
       29.     Notices.  All notices, consents, approvals or
  other instruments required or permitted to be given by
  either party pursuant to this Lease shall be in writing and
  given by (i) hand delivery, (ii) facsimile, (iii) express
  overnight delivery service or (iv) certified or registered
  mail, return receipt requested, and shall be deemed to have
  been delivered upon (a) receipt, if hand delivered,
  (b) transmission, if delivered by facsimile, (c) the next
  business day, if delivered by express overnight delivery
  service, or (d) the third business day following the day of
  deposit of such notice with the United States Postal
  Service, if sent by certified or registered mail, return
  receipt requested.  Notices shall be provided to the parties
  and addresses (or facsimile numbers, as applicable)
  specified below:
  
    If to Lessee:          c/o Giant Industries, Inc.
                           Attention: Mr. Mark Cox
                           23733 North Scottsdale Road
                           Scottsdale, Arizona 85255
                           Telephone: (602) 585-8888
                           Telecopy: (602) 585-8893
  
    With a copy to:        Giant Industries, Inc.
                           Legal Department
                           Attention: General Counsel
                           23733 North Scottsdale Road
                           Scottsdale, Arizona 85255
                           Telephone: (602) 585-8851
                           Telecopy: (602) 585-8985
  
    If to Lessor:          Dennis L. Ruben, Esq.
                           Executive Vice President 
                             and General Counsel
                           FFCA Capital Holding Corporation
                           17207 North Perimeter Drive
                           Scottsdale, AZ  85255
                           Telephone: (602) 585-4500
                           Telecopy:  (602) 585-2226
  
  or to such other address or such other person as either
  party may from time to time hereafter specify to the other
  party in a notice delivered in the manner provided above.
  
       30.     Holding Over.  If Lessee remains in possession
  of the Premises after the expiration of the term hereof,
  Lessee, at Lessor's option and within Lessor's sole
  discretion, may be deemed a tenant on a month-to-month basis
  and shall continue to pay rentals and other sums in the
  amounts herein provided, except that the Base Monthly Rental
  shall be automatically doubled, and to comply with all the
  terms of this Lease; provided that nothing herein nor the
  acceptance of rent by Lessor shall be deemed a consent to
  such holding over.  Lessee shall defend, indemnify, protect
  and hold Lessor harmless from and against any and all
  claims, losses and liabilities for damages resulting from
  Lessee's failure to surrender possession upon the expiration
  of the Lease Term, including, without limitation, any claims
  made by any succeeding lessee.
       
       31.     Landlord's Lien/Security Interest.  Lessee
  agrees that Lessor shall have a landlord's lien, and
  additionally hereby separately grants to Lessor a first and
  prior security interest, in, on and against all personal
  property (other than inventory held for sale in the normal
  course of business), appliances, furniture, machinery, trade
  fixtures and equipment of Lessee from time to time situated
  on the Premises, which lien and security interest shall
  secure the payment of all rental and other charges payable
  by Lessee to Lessor under the terms hereof and all other
  obligations of Lessee to Lessor under this Lease.  Lessee
  represents and warrants to Lessor that except for a limited
  number of items of personal property (collectively, the
  "Limited Items of Personal Property") which Limited Items of
  Personal Property, in the aggregate, constitute an
  insignificant portion of all personal property, appliances,
  furniture, machinery, trade fixtures and equipment located
  at the Premises, the landlord's lien and security interest
  granted to Lessor under this Section 31 shall at all times
  be a first and prior lien and security interest.  Lessee
  further represents and warrants to Lessor that the removal
  of the Limited Items of Personal Property from the Premises
  would have no material adverse effect or impact on the
  Premises or on Lessee's business activities conducted at the
  Premises.  Lessee further agrees to execute and deliver to
  Lessor from time to time such financing statements and other
  documents as Lessor may then deem appropriate or necessary
  to perfect and maintain said lien and security interest, and
  expressly acknowledges and agrees that, in addition to any
  and all other rights and remedies of Lessor whether
  hereunder or at law or in equity, in the event of any
  default of Lessee hereunder, Lessor shall have any and all
  rights and remedies granted a secured party under the
  Uniform Commercial Code then in effect in the State in which
  the Premises is located.  If Lessee shall fail for any
  reason to execute any such financing statement or document
  within 10 days after Lessor's request therefor, Lessor shall
  have the right to execute the same as attorney-in-fact of
  Lessee, which appointment shall be deemed "power coupled
  with an interest".  The preceding power of attorney is not
  affected by subsequent disability or incapacity of Lessee or
  lapse of time.  Lessee covenants to promptly notify Lessor
  of any changes in Lessee's name and/or organizational
  structure which may necessitate the execution and filing of
  additional financing statements (provided, however, the
  foregoing shall not be construed as Lessor's consent to such
  changes).  
  
       32.     Removal of Lessee's Property.  At the
  expiration of the term of this Lease, and if Lessee is not
  then in breach hereof, Lessee may remove from the Premises
  all personal property belonging to Lessee.  Lessee shall
  repair any damage caused by such removal and shall leave the
  Premises broom clean and in good and working condition and
  repair inside and out, ordinary wear and tear excepted.  Any
  property of Lessee left on the Premises on the tenth day
  following the expiration of the Lease Term shall
  automatically and immediately become the property of Lessor.
  
       33.     Financial Statements.  Within 45 days after the
  end of each fiscal quarter and within 120 days after the end
  of each fiscal year of Lessee, Lessee shall deliver to
  Lessor (i) complete financial statements of Lessee including
  a balance sheet, profit and loss statement, statement of
  cash flows and all other related schedules for the fiscal
  period then ended; and (ii) income statements for the
  business at the Premises.  All such financial statements
  shall be prepared in accordance with generally accepted
  accounting principles, consistently applied from period to
  period, and shall be certified to be accurate and complete
  by Lessee (or the Treasurer or other appropriate officer of
  Lessee).  Lessee and Guarantor understand that Lessor is
  relying upon such financial statements and Lessee and
  Guarantor represent that such reliance is reasonable.  In
  the event that Lessee's property and business at the
  Premises is ordinarily consolidated with other business for
  financial statement purposes, such financial statements
  shall be prepared on a consolidated basis showing separately
  the sales, profits and losses, assets and liabilities
  pertaining to the Premises with the basis for allocation of
  overhead of other charges being clearly set forth.  The
  financial statements delivered to Lessor need not be
  audited, but Lessee shall deliver to Lessor copies of any
  audited financial statements of Lessee which may be
  prepared, as soon as they are available.
  
       34.     Force Majeure.  Any prevention, delay or
  stoppage due to strikes, lockouts, acts of God, enemy or
  hostile governmental action, civil commotion, fire or other
  casualty beyond the control of the party obligated to
  perform shall excuse the performance by such party for a
  period equal to any such prevention, delay or stoppage,
  except the obligations imposed with regard to rental and
  other monies to be paid by Lessee pursuant to this Lease.
  
       35.     Document Review.  In the event Lessee makes any
  request upon Lessor requiring Lessor or its attorneys to
  review and/or prepare (or cause to be reviewed and/or
  prepared) any document or documents in connection with or
  arising out of or as a result of this Lease, then, except as
  expressly stated elsewhere herein, Lessee shall reimburse
  Lessor or its designee promptly upon Lessor's demand
  therefor a reasonable processing and review fee.  
  
       36.     Time Is of the Essence.  Time is of the essence
  with respect to each and every provision of this Lease in
  which time is a factor.
  
       37.     Lessor's Liability.  Notwithstanding anything
  to the contrary provided in this Lease, it is specifically
  understood and agreed, such agreement being a primary
  consideration for the execution of this Lease by Lessor,
  that (i) there shall be absolutely no personal liability on
  the part of Lessor, its successors or assigns and its
  officers, directors, employees and agents to Lessee with
  respect to any of the terms, covenants and conditions of
  this Lease, (ii) Lessee waives all claims, demands and
  causes of action against Lessor's officers, directors,
  employees and agents in the event of any breach by Lessor of
  any of the terms, covenants and conditions of this Lease to
  be performed by Lessor, and (iii) Lessee shall look solely
  to the Premises and the other Sites (as the term "Sites" is
  defined in the Sale and Lease Agreement) for the
  satisfaction of each and every remedy of Lessee in the event
  of any breach by Lessor of any of the terms, covenants and
  conditions of this Lease to be performed by Lessor, or any
  other matter in connection with this Lease or the Premises,
  such exculpation of liability to be absolute and without any
  exception whatsoever.
  
       38.     Consent of Lessor.  Unless specified otherwise
  herein, Lessor's consent to any request of Lessee may be
  conditioned or withheld in Lessor's sole discretion.  Lessor
  shall have no liability for damages resulting from Lessor's
  failure to give any consent, approval or instruction
  reserved to Lessor, Lessee's sole remedy in any such event
  being an action for injunctive relief.
  
       39.     Waiver and Amendment.  No provision of this
  Lease shall be deemed waived or amended except by a written
  instrument unambiguously setting forth the matter waived or
  amended and signed by the party against which enforcement of
  such waiver or amendment is sought.  Waiver of any matter
  shall not be deemed a waiver of the same or any other matter
  on any future occasion.  No acceptance by Lessor of an
  amount less than the monthly rent and other payments
  stipulated to be due under this Lease shall be deemed to be
  other than a payment on account of the earliest such rent or
  other payments then due or in arrears nor shall any
  endorsement or statement on any check or letter accompanying
  any such payment be deemed a waiver of Lessor's right to
  collect any unpaid amounts or an accord and satisfaction.
  
       40.     Successors Bound.  Except as otherwise
  specifically provided herein, the terms, covenants and
  conditions contained in this Lease shall bind and inure to
  the benefit of the respective heirs, successors, executors,
  administrators and assigns of each of the parties hereto.
  
       41.     No Merger.  The voluntary or other surrender of
  this Lease by Lessee, or a mutual cancellation thereof,
  shall not result in a merger of Lessor's and Lessee's
  estates, and shall, at the sole option of Lessor, either
  terminate any or all existing subleases or subtenancies, or
  operate as an assignment to Lessor of any or all of such
  subleases or subtenancies.
  
       42.     Captions.  Captions are used throughout this
  Lease for convenience of reference only and shall not be
  considered in any manner in the construction or
  interpretation hereof.
  
       43.     Severability.  The provisions of this Lease
  shall be deemed severable.  If any part of this Lease shall
  be held unenforceable by any court of competent
  jurisdiction, the remainder shall remain in full force and
  effect, and such unenforceable provision shall be reformed
  by such court so as to give maximum legal effect to the
  intention of the parties as expressed therein.
  
       44.     Characterization.  A. It is the intent of the
  parties hereto that the business relationship created by
  this Lease and any related documents is solely that of a
  long-term commercial lease between landlord and tenant and
  has been entered into by both parties in reliance upon the
  economic and legal bargains contained herein.  None of the
  agreements contained herein, is intended, nor shall the same
  be deemed or construed, to create a partnership between
  Lessor and Lessee, to make them joint venturers, to make
  Lessee an agent, legal representative, partner, subsidiary
  or employee of Lessor, nor to make Lessor in any way
  responsible for the debts, obligations or losses of Lessee. 
  Lessee  acknowledges that Lessor (or any Affiliate of
  Lessor) and Franchisor are not affiliates, agents, partners
  or joint venturers, nor do they have any other legal,
  representative or fiduciary relationship. 
  
       B.     Lessor and Lessee acknowledge and warrant to
  each other that each has been represented by independent
  counsel and has executed this Lease after being fully
  advised by said counsel as to its effect and significance. 
  This Lease shall be interpreted and construed in a fair and
  impartial manner without regard to such factors as the party
  which prepared the instrument, the relative bargaining
  powers of the parties or the domicile of any party. 
  Whenever in this Lease any words of obligation or duty are
  used, such words or expressions shall have the same force
  and effect as though made in the form of a covenant.
  
       45.     Easements.  During the Lease Term Lessor shall
  have the right to grant utility easements on, over, under
  and above the Premises without the prior consent of Lessee,
  provided that such easements will not materially interfere
  with Lessee's long-term use of the Premises.
  
       46.     Bankruptcy.  A.  As a material inducement to
  Lessor executing this Lease, Lessee acknowledges and agrees
  that Lessor is relying upon (i) the financial condition and
  specific operating experience of Lessee and Lessee's
  obligation to use the Premises specifically in accordance
  with this Lease, (ii) Lessee's timely performance of all of
  its obligations under this Lease notwithstanding the entry
  of an order for relief under the Code for Lessee and
  (iii) all defaults under the Lease being cured promptly and
  the Lease being assumed within 60 days of any order for
  relief entered under the Code for Lessee, or the Lease being
  rejected within such 60 day period and the Premises
  surrendered to Lessor.
  
       Accordingly, in consideration of the mutual covenants
  contained in this Lease and for other good and valuable
  consideration, Lessee hereby agrees that:
  
            (i)     All obligations that accrue under this
       Lease (including the obligation to pay rent), from
       and after the date that an Action is commenced shall
       be timely performed exactly as provided in this Lease
       and any failure to so perform shall be harmful and
       prejudicial to Lessor;
  
            (ii)     Any and all rents that accrue from and
       after the date that an Action is commenced and that
       are not paid as required by this Lease shall, in the
       amount of such rents, constitute administrative
       expense claims allowable under the Code with priority
       of payment at least equal to that of any other actual
       and necessary expenses incurred after the
       commencement of the Action;
  
            (iii)     Any extension of the time period
       within which the Lessee may assume or reject the
       Lease without an obligation to cause all obligations
       under the Lease to be performed as and when required
       under the Lease shall be harmful and prejudicial to
       Lessor;
  
            (iv)     Any time period designated as the
       period within which the Lessee must cure all defaults
       and compensate Lessor for all pecuniary losses which
       extends beyond the date of assumption of the Lease
       shall be harmful and prejudicial to Lessor; 
  
            (v)     Any assignment of the Lease must result
       in all terms and conditions of the Lease being
       assumed by the assignee without alteration or
       amendment, and any assignment which results in an
       amendment or alteration of the terms and conditions
       of the Lease without the express written consent of
       Lessor shall be harmful and prejudicial to Lessor;
  
            (vi)     Any proposed assignment of the Lease to
       an assignee: (a) that will not use the Premises
       specifically in accordance with this Lease, (b) that
       does not possess financial condition, operating
       performance and experience characteristics equal to
       or better than the financial condition, operating
       performance and experience of Lessee as of the
       Effective Date, or (c) that does not provide
       Guarantor of the Lease obligations with financial
       condition equal to or better than the financial
       condition of the original Guarantor of the Lease as
       of the Effective Date, shall be harmful and
       prejudicial to Lessor; and
  
            (vii)     The rejection (or deemed rejection) of
       the Lease for any reason whatsoever shall constitute
       cause for immediate relief from the automatic stay
       provisions of the Code, and Lessee stipulates that
       such automatic stay shall be lifted immediately and
       possession of the Premises will be delivered to
       Lessor immediately without the necessity of any
       further action by Lessor.
  
       B.     No provision of this Lease shall be deemed a
  waiver of Lessor's rights or remedies under the Code or
  applicable law to oppose any assumption and/or assignment of
  this Lease, to require timely performance of Lessee's
  obligations under this Lease, or to regain possession of the
  Premises as a result of the failure of Lessee to comply with
  the terms and conditions of this Lease or the Code. 
  
       C.     Notwithstanding anything in this Lease to the
  contrary, all amounts payable by Lessee to or on behalf of
  Lessor under this Lease, whether or not expressly
  denominated as such, shall constitute "rent" for the
  purposes of the Code.
  
       D.     For purposes of this Section addressing the
  rights and obligations of Lessor and Lessee in the event
  that an Action is commenced, the term "Lessee" shall include
  Lessee's successor in bankruptcy, whether a trustee, Lessee
  as debtor in possession or other responsible person.
  
       47.     No Offer.  No contractual or other rights shall
  exist between Lessor and Lessee with respect to the Premises
  until both have executed and delivered this Lease,
  notwithstanding that deposits may have been received by
  Lessor and notwithstanding that Lessor may have delivered to
  Lessee an unexecuted copy of this Lease.  The submission of
  this Lease to Lessee shall be for examination purposes only,
  and does not and shall not constitute a reservation of or an
  option for Lessee to lease or otherwise create any interest
  on the part of Lessee in the Premises.
  
       48.     Other Documents.  Each of the parties agrees to
  sign such other and further documents as may be necessary or
  appropriate to carry out the intentions expressed in this
  Lease.
  
       49.     Attorneys' Fees.  In the event of any judicial
  or other adversarial proceeding between the parties
  concerning this Lease, to the extent permitted by law, the
  prevailing party shall be entitled to recover all of its 
  reasonable attorneys' fees and other costs in addition to
  any other relief to which it may be entitled.  In addition,
  Lessor shall, upon demand, be entitled to all reasonable
  attorneys' fees and all other costs incurred in the
  preparation and service of any notice or demand hereunder,
  whether or not a legal action is subsequently commenced. 
  References in this Lease to Lessor's attorneys' fees and/or
  costs shall mean both the fees and costs of independent
  counsel retained by Lessor with respect to the matter and
  the fees and costs of Lessor's in-house counsel incurred in
  connection with the matter.
  
       50.     Entire Agreement.  This Lease, and any other
  instruments or agreements referred to herein, constitute the
  entire agreement between the parties with respect to the
  subject matter hereof, and there are no other
  representations, warranties or agreements except as herein
  provided.  Without limiting the foregoing, Lessee
  specifically acknowledges that neither Lessor nor any agent,
  officer, employee or representative of Lessor has made any
  representation or warranty regarding the projected level of
  Lessee's Gross Sales or the projected profitability of the
  business to be conducted on the Premises.  Furthermore,
  Lessee acknowledges that Lessor did not prepare or assist in
  the preparation of any of the projected figures used by
  Lessee in analyzing the economic viability and feasibility
  of the business to be conducted by Lessee at the Premises.
  
       51.     Forum Selection; Jurisdiction; Venue; Choice of
  Law.  Lessee acknowledges that this Lease was substantially
  negotiated in the State of Arizona, the executed Lease was
  delivered in the State of Arizona, all payments under the
  Lease will be delivered in the State of Arizona and there
  are substantial contacts between the parties and the
  transactions contemplated herein and the State of Arizona. 
  For purposes of any action or proceeding arising out of this
  Lease, the parties hereto expressly submit to the
  jurisdiction of all federal and state courts located in the
  State of Arizona.  Lessee consents that it may be served
  with any process or paper by registered mail or by personal
  service within or without the State of Arizona in accordance
  with applicable law.  Furthermore, Lessee waives and agrees
  not to assert in any such action, suit or proceeding that it
  is not personally subject to the jurisdiction of such
  courts, that the action, suit or proceeding is brought in an
  inconvenient forum or that venue of the action, suit or
  proceeding is improper.  The creation of this Lease and the
  rights and remedies of Lessor with respect to the Premises,
  as provided herein and by the laws of the state in which the
  Premises is located, shall be governed by and construed in
  accordance with the internal laws of the state in which the
  Premises is located without regard to principles of conflict
  of law.  With respect to other provisions of this Lease,
  this Lease shall be governed by the internal laws of the
  State of Arizona.  Nothing contained in this Section shall
  limit or restrict the right of Lessor to commence any
  proceeding in the federal or state courts located in the
  state in which the Premises is located to the extent Lessor
  deems such proceeding necessary or advisable to exercise
  remedies available under this Lease.
  
       52.     Counterparts.  This Lease may be executed in
  one or more counterparts, each of which shall be deemed an
  original.
  
       53.     Joint and Several Liability.  If Lessee
  consists of more than one individual or entity, each such
  individual and/or entity shall be jointly and severally
  liable for all obligations of Lessee under this Lease.
  
       54.     Memorandum of Lease.  Concurrently with the
  execution of this Lease, Lessor and Lessee are executing
  Lessor's standard form memorandum of lease in recordable
  form, indicating the names and addresses of Lessor and
  Lessee, a description of the Premises, the Lease Term, and
  the terms of any options to extend the Lease Term, but
  omitting rent and such other terms of this Lease as Lessor
  may not desire to disclose to the public.  Further, upon
  Lessor's request, Lessee agrees to execute and acknowledge a
  termination of lease and/or quit claim deed in recordable
  form to be held by Lessor until the expiration or sooner
  termination of the Lease Term.
  
       55.     No Brokerage.  Lessor and Lessee represent and
  warrant to each other that they have had no conversation or
  negotiations with any broker concerning the leasing of the
  Premises.  Each of Lessor and Lessee agrees to protect,
  indemnify, save and keep harmless the other, against and
  from all liabilities, claims, losses, costs, damages and
  expenses, including attorneys' fees, arising out of,
  resulting from or in connection with their breach of the
  foregoing warranty and representation.
  
       56.     Waiver of Jury Trial and Punitive,
  Consequential, Special and Indirect Damages.  LESSOR AND
  LESSEE HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE
  THE RIGHT EITHER MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO
  ANY AND ALL ISSUES PRESENTED IN ANY ACTION, PROCEEDING,
  CLAIM OR COUNTERCLAIM BROUGHT BY EITHER OF THE PARTIES
  HERETO AGAINST THE OTHER OR ITS SUCCESSORS WITH RESPECT TO
  ANY MATTER ARISING OUT OF OR IN CONNECTION WITH THIS LEASE,
  THE RELATIONSHIP OF LESSOR AND LESSEE, LESSEE'S USE OR
  OCCUPANCY OF THE PREMISES, AND/OR ANY CLAIM FOR INJURY OR
  DAMAGE, OR ANY EMERGENCY OR STATUTORY REMEDY.  THIS WAIVER
  BY THE PARTIES HERETO OF ANY RIGHT EITHER MAY HAVE TO A
  TRIAL BY JURY HAS BEEN NEGOTIATED AND IS AN ESSENTIAL ASPECT
  OF THEIR BARGAIN.  FURTHERMORE, LESSEE AND LESSOR HEREBY
  KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES THE RIGHT
  EITHER MAY HAVE TO SEEK PUNITIVE, CONSEQUENTIAL, SPECIAL AND
  INDIRECT DAMAGES FROM THE OTHER WITH RESPECT TO ANY AND ALL
  ISSUES PRESENTED IN ANY ACTION, PROCEEDING, CLAIM OR
  COUNTERCLAIM BROUGHT BY LESSEE OR LESSOR AGAINST THE OTHER
  OR ITS RESPECTIVE SUCCESSORS WITH RESPECT TO ANY MATTER
  ARISING OUT OF OR IN CONNECTION WITH THIS LEASE OR ANY
  DOCUMENT CONTEMPLATED HEREIN OR RELATED HERETO.  THE WAIVER
  BY LESSEE AND LESSOR OF ANY RIGHT EITHER MAY HAVE TO SEEK
  PUNITIVE, CONSEQUENTIAL, SPECIAL AND INDIRECT DAMAGES HAS
  BEEN NEGOTIATED BY THE PARTIES HERETO AND IS AN ESSENTIAL
  ASPECT OF THEIR BARGAIN.
  
       57.  Reliance By Environmental Insurer.  Lessee
  acknowledges and agrees that Environmental Insurer may rely
  on, and Environmental Insurer shall be an express third-
  party beneficiary of, the representations, warranties,
  covenants and agreements of Lessee set forth in this Lease,
  and that Environmental Insurer shall have all rights and
  remedies available at law or in equity as a result of a
  breach of such representations, warranties, covenants and
  agreements of Lessee, including to the extent applicable,
  the right of subrogation.
  
       58.  Sublease.  A.  In the event Lessee shall sublease
  the Subleased Premises to Sublessee pursuant to the
  Sublease, Lessee shall execute and deliver to Lessor and
  shall cause Sublessee to execute and deliver to Lessor a
  subordination agreement (in form and substance reasonably
  acceptable to Lessor), pursuant to which Lessee and
  Sublessee shall make such amendments or modifications to the
  Sublease as Lessor may reasonably request and pursuant to
  which Lessee and Sublessee shall agree that the Sublease is
  junior, subject and subordinate in all respects and at all
  times to the terms and provisions of this Lease. In
  connection with such subordination agreement, Lessor will
  agree not to disturb Sublessee's use of the Subleased
  Premises in the event of a termination of this Lease by
  Lessor for Lessee's breach or default hereunder, provided
  that Sublessee is not in default under the terms of the
  Sublease, and further provided that neither Lessor nor
  Lessor's successors or assigns shall have any duty or
  obligation to operate or conduct any type of business or
  business activities on or at the Premises, and further
  provided Lessor shall have the right to enter into a new
  lease with any third party for the operation of business
  activities on the Premises on terms and provisions
  acceptable to Lessor, and the Sublease shall be junior,
  subordinate and subject to the terms and provisions of such
  new lease.  
  
       B.  Lessee shall not amend, modify or terminate the
  Sublease without prior written notice thereof to Lessor. 
  Lessee shall not permit the Sublease to be encumbered or
  mortgaged in any manner without the prior written consent of
  Lessor, which consent shall not be unreasonably withheld. 
  Lessee shall not permit Sublessee to change the use of the
  Subleased Premises without the prior written consent of
  Lessor, which consent shall not be unreasonably withheld. 
  Lessee shall cause Sublessee to comply in all material
  respects with the duties and obligations of Sublessee under
  the Sublease, and shall cause Sublessee to comply with all
  applicable laws, now in effect or hereafter enacted,
  pertaining to the Premises and the Subleased Premises. The
  term of the Sublease shall be no longer than the Lease Term
  hereunder.  
  
       C.  Except for the gross negligence or willful
  misconduct of Lessor, Lessee shall indemnify, protect,
  defend and hold harmless Lessor and Lessor's shareholders,
  directors, officers, lenders, agents, lenders, attorneys and
  employees from and against any and all claims, demands,
  causes of action, suits, proceedings, liabilities, damages
  (including consequential and punitive damages), losses,
  costs and expenses, including Lessor's attorneys' fees,
  caused by, incurred or resulting from the Sublease,
  Sublessee or the operations of Sublessee or relating in any
  manner to the Subleased Premises, whether relating to their
  original design or construction, latent defects, alteration,
  maintenance, use by Sublessee or any person thereon,
  supervision or otherwise, or from any breach of, default
  under or failure to perform any term or provision of the
  Sublease.  It is expressly understood and agreed that
  Lessee's obligations under this Section shall survive the
  expiration or earlier termination of this Lease for any
  reason. 
  
       D.  Nothing in the Sublease shall affect, amend, modify
  or alter in any manner the terms, provisions and covenants
  of this Lease.  Lessee agrees that the Sublease shall at all
  times be junior, subordinate and subject to the terms and
  provisions of this Lease.  Unless otherwise specifically
  agreed to in writing by Lessor, Lessee agrees that Lessor
  shall have no duty, obligation or liability arising under or
  pursuant to the Sublease.  Lessee shall perform and fulfil
  all of the duties and obligations of Lessee under the
  Sublease.
  
       IN WITNESS WHEREOF, Lessor and Lessee have entered into
  this Lease as of the date first above written.
  
  LESSOR:
  
  FFCA CAPITAL HOLDING CORPORATION, a Delaware corporation 
  
                               
  By____________________________________
  Name:     Stephen Y. Schwanz
  Its:      Vice President
  
  
  LESSEE:
  
  GIANT INDUSTRIES ARIZONA, INC., an Arizona corporation 
  Lessee's Tax Identification Number: 86-0218157
  
  By      
  Name:     Mark B. Cox
  Its:      Vice President
            Financial Officer and Treasurer
  
  
  <PAGE>
                           Witness
  
       In accordance with the requirements of Arizona Revised
  Statutes Section 14-5501, et seq., the undersigned has
  executed this Lease solely for the purpose of witnessing the
  grant of the powers of attorney by Lessee to Lessor, as
  described in this Lease.  
  
  
       ________________________________________
       Printed Name of Witness
  
  
  <PAGE>
  STATE OF ARIZONA    ]
                      ] SS.
  COUNTY OF MARICOPA  ]
  
       The foregoing instrument was acknowledged before me on
  December    , 1998, by Stephen Y. Schwanz, Vice President,
  of FFCA Capital Holding Corporation, a Delaware corporation,
  on behalf of the corporation.
  
  
                      
                                Notary Public
  
  My Commission Expires:
  
                                
  <PAGE>
  STATE OF ARIZONA    ]
                      ] SS.
  COUNTY OF MARICOPA  ]
  
       The foregoing instrument was acknowledged before me on
  December  , 1998, by Mark B. Cox, Vice President, Financial
  Officer and Treasurer of Giant Industries Arizona, Inc., an
  Arizona corporation, on behalf of the corporation.
  
  
                      
                                Notary Public
  
  My Commission Expires:
  
                                
  
  
  
  
  <PAGE>
                                  EXHIBIT A
  
                              LEGAL DESCRIPTION